Make Believe
by Need2Scream
Summary: Red Alert doesn't understand a lot of things. Chief among them the elite of their XOps; Jazz. And he's learned not to trust what he doesn't understand. But when a rogue Decepticon with unique skills targets Red Alert, his only options will be learning to trust or hoping for a quick death. Red Alert/Jazz
1. Chapter 1

Red Alert's razor sharp focus was on the keypad to the hangar giving Jazz a rare moment to look at him, watch him. Long deft fingers twisted wires and wrenched the warped pieces of metal out of the way; the result of Ironhide's latest tantrum. Not for the first time Jazz wondered what those hands would feel like stroking his chest and back. They looked so delicate when they were typing on a keyboard or drumming on the meeting room table, but the ease with which he manipulated the mangled metal spoke of their strength.

"What, Jazz?" the security director asked. Jazz blinked and a smile quirked the corner of his mouth. He stepped out of the shadow he thought he'd been hidden in. Red Alert didn't pause in his work, the slight frown that was always on his face deepened for a second as he pulled out another set of wires and inspected their casings. Jazz let his optics trace over his profile, down his jaw line and the graceful curve of his horns. As far as he knew Prowl was the only one outside of medics who had the honor of touching his horns.

"Takin' notes," he said easily. "Gotta keep my codebreakin' skills sharp an' what better way to learn than watchin' a master work." He met Red Alert's optics when the red and grey mech gave him an annoyed look. Crystal blue, he had noticed some time ago closer to the center there was a faint starburst of gold. If anyone else had noticed they hadn't mentioned it. He could see the gold now every time he looked at Red Alert. Close to his left optic was a deep scar where someone had tried to remove his beautiful optic. Jazz's fingers ached to brush across the old wound and ask what had happened.

Red Alert turned back to his work, stalwartly ignoring Jazz. Since the mech hadn't told him to leave Jazz walked closer and knelt next to Red Alert's small sleeve of tools. Red Alert didn't have the lean graceful lines on his frame like Prowl. Prowl was almost like a glass sculpture, delicately curved with just enough sharp angles to make him feel dangerous. Red Alert was stockier, heavier with alloy on his legs and shoulders. He was like a stone carving, heavy and dark. The sharp points of his horns caught the hall light and sparkled like diamonds for a brief second until he lowered his chin to see the circuits better. His heavy shoulders hunched a little more as he juggled a mess of wires and circuits. They were less than an arm length apart but the distance could have been a star system.

Jazz handed him the wire clippers before he asked. He stared at him for a few seconds, blue-gold optics flashing over him with trademark suspicion. But he took the clippers, his strong fingers grazing Jazz's sensitive ones. The distance Red Alert kept between himself and others wavered and Jazz felt like if he leaned a little closer to the mech he'd get through. He was close enough now he could smell the subtle spice of Red Alert's polish. Nothing brazen like Tracks' or Sunstreaker's, just a few tantalizing notes that hung in the air when he moved. He could imagine the smell was strongest in the juncture between his shoulder and neck. He imagined running his lips over that spot, tasting him, filling his mouth with that spice.

Red Alert worked in silence for a few more breems. Jazz felt almost peaceful in the hallway with him. So often the mech was dividing his attention between a dozen different things it made him seem twitchy. When he was focused on one thing like this the walls he kept up slowly dropped, just a little. Just enough Jazz could see faint flashes of who Red Alert was when he was alone.

Prowl had it too, an invisible wall that kept mechs and femmes at arm's length. He and Red Alert were like fortresses. Guarded and fortified against any and all intrusion, everything they were closed and locked up tight. Jazz's specialty was infiltration and he was desperate to know what exactly was behind Red Alert's walls. He wanted to know who it was the red and grey mech kept so protected from the world. The scars on his neck weren't the clean cuts from blades but gashes, possibly from another's horns. He wanted to know who would want to hurt him like that. "Why do you stare at me?" Red Alert asked as he started to reassemble the keypad's innards.

Jazz blinked, caught off guard. He'd never had anyone catch on to his staring while he had his visor on. Sometimes when it was being repaired or if it was late and he wasn't wearing it he'd forget and stare at mechs. Red Alert kept his hands in the circuits but turned his attention on Jazz. His blue-gold optics fierce with questions and suspicion were reflective like glass not giving Jazz any indication of his thoughts. Jazz tried to come up with an excuse for his odd behavior but the longer Red Alert looked at him he realized the mech wasn't going to put up with some half-aft excuse. Jazz's voice was a little husky when he spoke, "I like watching you work." His voice seemed too loud in the quiet hall. He searched Red Alert's face, watching the mech's frown deepen and his optic ridges furrow.

Bright blue optics with their starburst of gold sharpened and he angled his chin down bringing his heavy horns forward. Like an op gone bad, Jazz felt the walls coming up, closing down the dark mech. Hostility radiated from him like guards being summoned and guns being aimed.

Choosing to retreat and fight another orn Jazz backed away with his hands held out in surrender. He left the hall, leaving Red Alert to work in peace while he turned over their brief exchange. He had no idea what he'd done to set the mech off. He still did the same thing with Prowl, inadvertent words or sentiments that could close the Praxian tighter than a vault. Rubbing his thumb over a scar on his finger while he thought he keyed the lift. He couldn't see Red Alert anymore but he stared down the hall anyway. He'd felt it for the briefest moments when Red Alert had been focused on the key pad, he'd almost seen the mech behind the walls.

The lift chimed and he stepped in with a quiet sigh. Leaning against the back wall he shuttered his optics and took a deep breath committing to memory Red Alert's spice.

 **oOo**

 **A/N:** I didn't know I wanted this pairing to happen until I started writing this.

WE NEED MORE RED ALERT/JAZZ

And, honestly, this was just going to be a little oneshot, but I'm committed to it now. We're getting a full length Red Alert/Jazz fic. I have no idea what the story will be yet, but by the gods, it's happening. So this chapter may get tweaked a little once _Master's Apprentice_ is wrapped up and I settle on a storyline.

But thank you for reading and reviewing!


	2. Chapter 2

Red Alert stared at the ceiling tracing the crisp interlocking lines. He didn't understand why so much trouble had gone into the ceiling. The white diamond shaped tiles were ornamental in a functional fashion. But why? Why put all that work into something hardly anyone ever looked at? The floor had bland pale silver square tiles that in some places were a bit darker or even a shade lighter depending on when they'd been replaced and by who. He considered the diamond pattern would be more difficult to replace, but not by much. With Wheeljack's workshop it would only take a couple breems to cut down a raw piece of tile to size. They could buy several pieces of tile and cut them down and store them and then they would have extras. The tiles didn't need to be replaced all that often. Well, in Wheeljack's lab they did. But the lab was a singularity. Perhaps someone had made a mistake. Maybe he was actually lying on the ceiling and staring at the floor. Could something like that happen? Could a warship be built upside down?

"Deep thoughts, Senchineru?" A softly amused and accented voice asked breaking the circle of his thoughts. He didn't startle at the voice as he might have a loud noise. Some part of his mind had heard even his soft steps in the quiet room. The speaker used Iaconian, but the syllables held the music of his native language instead of the utilitarian plodding Iaconian insisted on.

He blinked and turned his head and looked up at Prowl. Prowl didn't stand over him, instead he was crouched close, but not close enough to encroach, his head cocked at an inquisitive angle. With his wings slightly flared for balance he looked like an oversized bird. The stark silver and black feathers in his wings and his clawed feet reminded Red Alert of the large birds of prey that hunted the plains of Simfur. Maybe something like an intri—they had the dramatic contrast in their plumage with the underside ranging from white to pale brown and their primaries dark brown and black. "You look like a bird," Red Alert said. "Do you think the ship was assembled upside down?"

Red Alert didn't think Prowl's head could tilt more than it already was, but somehow he managed. "I think you've been on this ship too long," he answered with laughter in every singing syllable. "And luckily, we've arrived in the Lampero Aesteri system. Come, Senchineru, I'll take you flying." In the same instant he stood his wings folded back dispelling the intri-illusion. The soft sound of his wings folding back was covered by his voice, but Red Alert knew the quiet whisper of sound was there.

He snorted but got up off the floor. "Try to make my feet leave the ground and I'll pull out your feathers." He stretched and shook feeling back into his limbs. His horns felt too heavy like they always did when he lazed on the floor in Prowl's office for too long. "Are you finished or has your Umbra returned?" he asked. Breathing deep he picked up the soft scent of Prowl's polish with notes of rain and the heavy scent of damp moss. It was a natural scent that most mechs dismissed even when they were in the middle of space on a ship. It was how he could move through the halls like a ghost. Mechs never paid attention to their noses.

Prowl's laugh was humorless. "My work is never done." He stretched his wings to their full span for a second, as if they were rebelling against being pressed against a chair back again.

"Then Jazz is back and already causing problems," Red Alert sighed. He needed to go by the security room and make sure all the cameras were working. Jazz claimed he had nothing to do with the occasional malfunctions but he wasn't entirely certain he believed him. He kept a log of when the cameras went down and where Jazz was but there didn't seem to be a pattern. Yet.

"He doesn't always cause problems," Prowl said reaching out to take his hand. Red Alert let him take it. Despite his soft voice and the amount of time he spent at his desk, Prowl's hands were rough like stone. There was blatant strength in his fingers and the solid struts under his calloused exoform. Prowl never held him too tight. Even with his rough strong hand gripping his, the touch was feather light. Prowl gave him a gentle tug to pull him to the door and he knew if he resisted Prowl would not press him.

Red Alert followed him willingly and didn't pull his hand away. Sometimes it was nice having someone touch him even in this small way. Silver and black feathers mixed in a way Red Alert thought Prowl might find irritating. There was almost a pattern, but it was off by just enough it sometimes left Red Alert feeling a little irritable himself if he stared at it too long. It was impossible to tell if his wings were silver with black accents or black with silver accents. It looked more like someone had spilled two cans of paint and tried to mop up some of the mess but only blended it more.

Prying his optics away from the processor ache of Prowl's wings, he said, "but he did this time." He didn't bother phrasing it as a question. There was no reason for Prowl to go out of his way to greet Jazz. The saboteur always found his way to Prowl's office eventually. And for whatever reason, he always found Red Alert no matter where he went. The thought made him bristle. Why was their elite XOps agent keeping such a close optic on him?

With a long heavy sigh Prowl looked over his shoulder before he opened the door, amusement still in his optics. "But he did this time." He opened the door and the brighter hall lights spilled into the office stinging Red Alert's light sensitive optics for a second until they adjusted. He followed Prowl out and glanced up. _Why_ would someone put diamonds on the ceiling?

 **oOo**

It wasn't his fault.

The Polyhexian had known everything. Had known where every camera was, every motion sensor and tripwire. He had known the guard routes and how to get into the ventilation shaft. He hadn't even wasted time searching for the main terminal—well hidden in the spark of the base—he'd gone straight to it. They hadn't even known the filthy animal was in the base until a tripcode announced an unauthorized upload. But by then the mud-sucker was gone.

So it wasn't his fault.

But Shockwave was angry because now the Autobots knew even more than they did before. And it had been their job to keep that from happening. But the Polyhexian had _known_. It wasn't like they were the first base breached, but Shockwave was acting like what had been taken this time was bad. Very bad. And Megatron was going to be _very_ angry that the information was gone. And he was going to take it out on all their exoforms.

Well, not his.

The other guards were still clawing at the walls of the cells Shockwave locked them in searching for anything sharp enough to cut their mainlines. The ones on patrol were already turning on each other hoping for a quick death.

But he'd slipped away.

He'd gotten away as Shockwave dragged the first of the 'volunteers' to his lab. He could still hear the screaming. It dogged his every step as he ran. He could hear it in the soft susurration of the leaves in the wind. He could hear it in his own panicked breaths. He could hear it in the snap of twigs breaking under his feet.

It wasn't his fault.

He knew whose fault it was, though. He would find the mech responsible and then he could go back to Megatron. Megatron would let him live. He wouldn't let Shockwave have him. He'd be too important. He would live. He didn't know much about the mech he needed to find, but he knew the name. The words hammered in his head to the beat of his feet tripping and jumping and running. It pounded to the skittering thud of his spark. And weaving through it all was a shrill scream that never stopped.

 _Red Alert Red Alert Red Alert Red Alert Red Alert Red Alert_

 **oOo**

 **A/N:** Hello, hello! First off, thank you  Vela513 who gave me the idea to write this in Red Alert's POV. Originally it was going to be another Jazz-centric piece, but I realized I've never really gotten into Red Alert's head. So thank you!

And thank you all for reading and reviewing!


	3. Chapter 3

The trouble Jazz caused was minor enough. A ship captain was angry that she'd had a stow away, but she was easily soothed once she was assured Jazz wasn't a thief. Well, not a thief of trade goods. Jazz's lack of insignia was what had caused the problem. At some point Jazz had, had one, but it was a rare XOps that still had a visible insignia. Most only showed up in faction tag scans. And some, like Jazz, not even then. He was the closest he could get to being a shadow on scanners. And guards, especially at night, relied heavily on their scanners instead of their own good senses.

The captain was quick enough to release Jazz to the Autobots once Prowl confirmed Jazz was a "new" Autobot "scout" and still didn't know which frequencies to use for pick-up. The subtle chiding went right past the captain but Jazz had at least had the grace to look a little sheepish. For a second at least. Cutting the transmission once the captain said she'd drop Jazz off in a joor Prowl looked at Red Alert. "Shall we?" he asked with a sigh in his voice.

Red Alert curled up a lip in distaste but nodded and followed Prowl out of the bridge. The Prime had decreed a vorn ago that Red Alert and Prowl didn't spend enough time with the crew and had ordered them to spend at least two joors in either the dispensary or rec room "being seen." It was as ridiculous as it was distasteful. Everyone on the ship knew where to find them should they need them. But the Prime hadn't budged on the order and Red Alert was certain he'd asked the crew to keep tabs on them and make certain they were "being seen." Prowl had accepted it as another assignment, like he did the endless work that came across his desk, and referred to it as "Field Work" when it came up in conversation.

Red Alert kept his head slightly lowered as he walked through the halls. There were so many mechs and femmes it was easier to catalogue their identities from his peripheral instead of staring each of them in the face. He wasn't actively looking for threats, but it was a compulsion he'd never been able to overcome. Prowl was reading a datpad next to him, navigating the halls with silence and agility. He thought they might look odd walking down the hall together. They almost never spoke because it was too hard to keep up with a conversation and scan faces.

The dispensary was loud with mechs coming off third shift and Red Alert balked in the doorway. Panic fluttered in his spark before he crushed it with a lifetime of practice. Prowl stayed with him, patiently waiting for Red Alert's hypersensitive field to acclimate to the noise and movement. Condensation beading down his spinal relay he forced his intakes to remain slow and calm. He wasn't going to have an episode tonight. He would be fine. He knew every mech and femme in the room. But if one of them was deep cover…this order the Prime placed on them left them vulnerable to attack. Any mech or femme in the room need only wait for them to arrive. They were sitting targets for two joors every orn. His optics skittered across the faces in the room, most hadn't noticed them in the doorway but a few had. Had they been watching for them? Were they waiting? If Ravage or any of Soundwave's symbionts had gotten into the ventilation network they could drop down and disable them while the agent in the room put a round through their sparks. Too dangerous. It was too dangerous. He had to make sure the security feed hadn't been tampered—

He came back to himself pressed against the wall, Prowl's low voice in his audio and pretty silver grey wings blocking the hall. He could feel his body, too hot and intakes stuttering and heaving. He was not calm. He was supposed to be calm. He needed to be calm. Prowl's murmured words sorted themselves out. "I will not let anything harm you," he said softly. Strong hands held his upper arms keeping him from thrashing too much. Restraining but not constricting, not trapping. "Tell me, five things you see?" His voice was so calm.

Taking three deep breaths his optics focused on the details in front of him and not the chaos in his mind. "A feather in your arch has a blue tint, not grey," he said in a hoarse whisper. "Your optics have flecks of diamond white closer to the center and a ring of black that makes them look narrower than they are. You have a scar on your shoulder from claws, not a blade. And you're still not putting all your weight on your right knee." Prowl gave him a small smile and that made him feel better too.

"Four things you can touch?" he asked.

"Your arm," he said reaching up hesitantly and touching Prowl's forearm. Prowl loosened his hold enough it was more a comforting touch instead of restraining. "Your wings are softer on the underside," Red Alert said reaching out and brushing his fingers across some of the silky feathers. "You don't have your claws out, but you could." He tugged Prowl's hand off his arm and examined his long deceptively delicate looking fingers. "And you're warm," Red Alert said leaning forward into Prowl's warm body and his soft wings.

"Three things you can hear?" Prowl murmured stroking his back.

Red Alert let out a long sigh and listened. "I can hear your spark," he said with his audio pressed against Prowl's shoulder. "Cliffjumper is angry," he said with a frown listening to the mech's distinctive voice carry out of the dispensary. It was of course followed by a rush of noise, mostly mechs and femmes telling him to shut his glitched mouth and sit down. "Chaos," Red Alert muttered and tucked his head against Prowl's neck. Prowl's soft laugh was a nice counterpoint to the noise.

"Two things you smell?" Prowl murmured, still shielding him from the bright hall lights with his wings. Red Alert let his body relax a bit more. Prowl's hold stayed strong.

"You smell like moss and rain," he said focusing on that faint, faint smell that reminded him of home. Soft wings brushed his shoulders as they folded down around him cocooning him in soothing darkness. It was like being in his burrow so far away on Cybertron. That scent of moss and rain made it easier to fight the skip of fear in his spark and ground his spiraling thoughts.

Prowl's hand stroked down his back slowly leaving a trail of warmth in its wake. "Better?" he asked. Red Alert took one last breath of that faint smell of home and nodded, lifting his head and stepping away. Prowl gave him another faint encouraging smile. "Then let's get through these joors so that we can relax in peace." Prowl led the way into the noisy room and Red Alert reached out a hand to touch his wings. Warm and real. They were real. The cacophony of fear and anger in his head was just that; imaginary.

 **oOo**

A joor later, Red Alert's foot tapped nervously against the floor. He'd given up trying to stop the movement. His energon sat mostly untouched in front of him. He'd looked away for a second, distracted by a possible fight. When he'd looked back Arcee had been standing close to their table. He hadn't been able to convince himself she hadn't dropped something in it while he'd been distracted. A rush of noise rushed into the room and a familiar silver frame swept in to cheers and exuberant hellos.

Prowl's wing slid over his shoulder and he picked up Red Alert's energon, taking a quick sip. "It's fine, Senchineru," he said over the noise of Jazz's entrance. He handed the energon back and Red Alert stared at it. Angry buzzing filled his head as he tried to work through the fear that kept him from lifting the ration to his lips even when his tanks rumbled.

"Hey'a Red, you miss me?" Jazz asked sliding into a chair a little too close. Red Alert jumped. Jazz didn't look like he'd had to fight his way out of Shockwave's lab; Red Alert didn't see any fresh welds or patches and nor did he smell the slightly sour tang of seeping wounds.

Red Alert deliberately put more space between them, which put him closer to Prowl, but he didn't mind that. Well, he didn't mind it as much as he would others. "No," he said shortly. He picked up his energon again but still couldn't get his hand to raise it to his mouth. He set it down again and picked up his datpad but didn't read it. There was too much movement in the room for him to relax into reading. But he couldn't blatantly stare at everyone that made them nervous or aggressive, which made him nervous and sometimes aggressive and that inevitably led to more work for Prowl. So he compromised and pretended to read while he watched everyone until he'd been in the noisy crowd long enough to satisfy the Prime.

Jazz fell back in his chair with his hands pressed against his chest like he was bleeding. "Ah, Red, you gotta learn to let a mech down easy." He sat up again, a cheeky grin on his face. "See, watch. Ay, Prowl, you miss me?"

"No."

Jazz gave him a sorrowful look; doing everything he could to make himself look small and vulnerable. His optics widened and he managed to make them look teary with fluid. He shrank down in his chair and pulled his limbs in close, he managed to look half his already diminutive size. And then he sniffled a little. Prowl tilted his head to the side and watched Jazz's performance with a ghost of genuine confusion in his optics. Red Alert was glad he wasn't the only one who had no idea what Jazz was doing. "What are you doing?" Prowl asked, his reading material temporarily forgotten.

"You didn't miss me at all?" Jazz asked.

Prowl's head stayed tilted a little to the side. "I knew you would be back, why would I miss you?" Still confused, he looked like he was willing to let this go as just another odd Jazz Moment. Jazz blinked and his charade fell apart, Prowl's statement seeming to catch him off guard.

Red Alert watched Jazz, striving to understand the Polyhexian. Red Alert had spent more time than anyone needed to know studying Polyhexian culture and language trying to find a touchstone with which he—and even Prowl—could figure out Jazz. The only thing he'd gotten out of it was a surplus of mostly useless knowledge about the Polyhexian government, holidays, and seafaring history. He was also quite proficient in the language which pleased him, but it wasn't something he used. Jazz was only one of a handful that spoke Polyhexian on the _Ark_ and he'd never initiated a conversation with Red Alert in his native language. Although, most orns Red Alert didn't think Jazz even spoke Iaconian, but some strange language he'd made up through a glitch and space madness.

"Prowler, just when'I start thinkin' you care more about utility costs than me ya' go an' say somethin' poetic." He gave Prowl a dazzling smile, a real smile as far as Red Alert could tell. And that was the only thing he could tell.

Red Alert and Prowl stared at him for a few seconds both in their own way trying to work out the sentence and then together they said, "What?" Jazz fell back in his chair laughing and Red Alert was almost certain he did things like that on purpose. Certainly Blaster never had problems understanding him. But Blaster was perhaps even more incomprehensible than Jazz. Did they both do it on purpose? But what purpose? What were they saying? Probably something rude, it was Jazz and Blaster after all. Was it a code? A code for each other or for other mechs on the _Ark_? Could Jazz be a double agent? He spent enough time going in and out of Decepticon bases. What if the information he gave them was setting them up for an ambush or even leading them to spend their resources on secondary targets while Megatron amassed his forces elsewhere. They would be overwhelmed. They would be looking forward trusting their backs were safe and Megatron would annihilate them. How to stop it? The code. The code Jazz and Blaster spoke. Who else were they speaking to? He had to find them, he had to—

 **oOo**

"The Primus-loving _frag_ did you do?" Ratchet raged. Jazz cringed back, not feigning in the least. "You haven't been back a fraggin' orn and you're already glitching mechs! I'll lock you in your Pit forsaken quarters for a septorn and maybe I'll get a joor of peace."

"Ratchet, there was no malicious intent," Prowl said. He stood next to Red Alert gently stroking the top of his head and the base of a horn. The medic glowered at Jazz once more and growled low in his chest. Jazz flattened his fins and kept his head tucked. He didn't know what he'd done. He'd thought they were having fun until Red Alert had gone rigid, joints locking up, staring at a point in the middle distance. Thankfully it hadn't been a violent episode; Jazz would have asked Ratchet to hit him if he'd kicked off one of those. As it was, the medic would be up through the night to make certain Red Alert came back to himself without problems.

"I'm sorry, Ratchet. I didn't mean to," he said keeping himself small. Not hard. He only came up to the medic's chest.

"It happens, Jazz," Prowl murmured still watching Red Alert recharge. Jazz cringed back again. He didn't need to be XOps to know it happened more when he was around. Hoist had cornered him once after one of Red Alert's bad episodes and demanded to know if he was doing it on purpose. The memory still made him feel ill. That there might be mechs onboard who thought he was intentionally making Red Alert glitch burned him with shame hotter than a supernova.

He should just leave Red Alert and Prowl alone. He should just spend time with Blaster and the Twins and Bluestreak and everyone else and leave them to themselves. But Jazz had long ago figured out all the other mechs on the _Ark_. He knew why they joined, what they fought for, what they left behind, what they hoped to find, what they were afraid of, and what made them tick. Even the Prime he knew inside and out. He could tell when Ironhide was lying from a star system away. He knew when Ratchet was angry and when the anger was a front for fear. Like right now, he was actually angry enough to throttle Jazz.

But the two mechs he couldn't read, the only two that no matter what he did remained locked down and shut up tight. That pulled him more than anything else. It drew him in even when he knew his being close always seemed to cause pain. He couldn't pull away. He couldn't stay away. He watched Red Alert recharge, torn between leaving with his head low and going over to Red Alert's other side. He'd never really touched Red Alert before. The mech didn't like anyone to touch him, not really. Jazz craved touching his horns, but stamped that impulse down hard. If Prowl didn't rip his hand off for that breach of etiquette Red Alert would impale him as soon as he woke up. Probably both though. And he didn't think Ratchet would put him back together. The thought almost made him laugh. Almost.

"Leave or stay, Jazz but get the frag outta the door," Ratchet snapped. Jazz glanced at Prowl. Prowl had somehow become Red Alert's de facto speaker when the mech was incapacitated. Prowl considered him for a few seconds and then nodded once. Jazz padded over to the berth with hardly any noise.

He didn't try to touch Red Alert. He sat on the floor with his legs crossed staring at the scuffs and scratches on the silver tiles. "I don't mean to do it, Prowl," he said softly, aware Ratchet was close enough to eavesdrop. Probably to make certain he didn't glitch Prowl too. Shame burned him again and he bit back the urge to scream. He wasn't doing it on purpose. He didn't want to hurt Red Alert or Prowl. He just…he wanted to know them. Maybe be friends, better friends. Prowl at least sometimes smiled at him. Red Alert never watched him with anything less than suspicion. Given that most of the time when Jazz sat with him the mech woke up in the med bay he found the suspicion understandable but it still hurt. He didn't want Red Alert to think he did it on purpose.

Prowl sighed softly. "I know, Jazz."

 **oOo**

It was so easy to slip into the Decepticon informant network. Enough snarling and growling and he sounded just like a Decepticon XOps agent. Someone might figure out the questions he'd been asking, but by the time they tracked him down he'd be in Megatron's inner circle. He might even oust that kiss-aft Soundwave. Once Red Alert was dead, he'd be safe from Shockwave. Megatron would keep him safe.

He slunk to the docks when the shadows were still long and found a place to hide. It wasn't certain the _Ark_ would stop, but the colony had been hit by Decepticons kels ago. There was a _very_ good chance the ship would be in orbit in a few orns. He looked up at the sky, a smile twitching his face for the first time in septorns.

He was going to live.

In the quiet early morning, the sound of debris skittering across the ground reminded him of mechs kicking the walls of their cells, digging their claws into the floor as they were dragged behind heavy doors. Screams whispered in his head, quieter for now, but never gone.

 **oOo**

He studied Jazz from a distance, as he usually did. Prowl assured him multiple times that Jazz hadn't meant to cause harm. And while he believed Prowl, he wasn't sure if he believed what Jazz told Prowl. Despite all appearances, the Praxian had a deep fondness for the frustrating enigma that was their Third in Command. Jazz sat with Hound and Bumblebee listening with a half-smile at whatever tale Hound was telling. Bumblebee's optics were wide, so probably it was about one of the many times something had tried to eat the older scout. Bumblebee's pseudo wings flinched up and he buzzed excitedly while Jazz threw his head back and laughed.

It was so odd that the director of XOps so often exposed his throat to others. Red Alert thought it was an arrogant gesture at first, but it seemed he genuinely didn't think about it when he did things like laugh. He was such an odd mech. Polyhexians in general, he thought, were odd, they recharged practically on top of each other and half-submerged in water with that. Very odd frame type. But Jazz was by far the oddest. There were other Polyhexians onboard and none of them ever acted like Jazz. They liked being around friends, of course, they were too social not to, but none made him glitch like Jazz did.

He kept staring, tracing the curve of Jazz's jaw with his optics. He wasn't pretty. But he wasn't ugly either. It was very odd. He'd overheard many mechs say they thought Jazz was beautiful but he couldn't see it. Maybe they had seen him without his visor. That did obscure quite a bit of his face. But with what he could see he didn't think Jazz would be beautiful. He wouldn't be ugly but certainly not beautiful. Maybe not even pretty, but not ugly.

A whisper of sound behind him and he turned his head a fraction to hear it better. The sound became a warm wing sliding across his shoulders. He relaxed under the warm weight of Prowl's wing. "What are you looking at, Senchineru?" he murmured. Prowl was an early riser, but he'd been with Red Alert most of the night the night before and last night he hadn't gone to his berth until almost first shift.

He gave the Praxian a disapproving frown. "You should still be recharging." Prowl worked too much. Red Alert knew everyone thought he worked too much, but there was a difference between doing security network updates, watching the security feed, and taking mechs to the brig and everything Prowl did. Prowl was always thinking and when he thought too much he got stressed which only made the thinking worse. He needed to recharge because Red Alert was convinced that was the only time he wasn't thinking and therefore not stressed.

"Prime received word of an 'emergency' meeting with a distant senator," Prowl murmured drinking a warm ration of energon. Exhaustion clung to him for now, but when the senator signed on Red Alert knew Prowl would look strong and confident. Carefully he stroked the lower part of Prowl's wing where it brushed his leg.

He looked up at Jazz again and caught the full smile on his face when he saw Blaster. Maybe he was close to being pretty. Still not beautiful but not ugly. He huffed softly. "What do you call someone not pretty but not ugly but almost pretty?" Prowl put his arm on the table and leaned on it while the other held his ration. He raised an optic ridge when he looked at Red Alert. Prowl was pretty, he wasn't sure if he'd say Prowl was beautiful. Beautiful, he thought, was meant for more delicate things. Prowl was slender and many thought that made him weak or delicate which Red Alert thought insulting, but as Prowl had told him, if they underestimated him, he was apt to win more than lose. So he didn't correct mechs when they said Prowl was too small to do something or too gentle.

"Not pretty, not ugly, but almost pretty," Prowl mused with a small smile on his lips that said he was going to tease before he'd give a real answer. Red Alert continued stroking the soft wing over his shoulder. "Tolerable?" he said. Not expecting that, Red Alert snorted. He thought Jazz was a bit more than 'tolerable' but still not pretty. "Who are we talking about?" he asked before he stifled a yawn. Red Alert frowned again and Prowl gave him a genuine smile. "I promise, Senchineru, after this meeting I will return to my berth." Red Alert would make certain no one got in the way of that. Prowl really needed to recharge more.

"Jazz," he said. Still perplexed by the problem he watched Jazz shoot Blaster a flirtatious look and Blaster dropped his head to the table laughing. Bumblebee's wings fluttered in amusement and Hound's shoulders also shook with laughter. "I overheard someone say he's beautiful, but that seems a little much. I don't think qualifies for pretty either, but he's not ugly, but maybe he's close to being pretty?"

Prowl hummed as he thought and Red Alert's attention began to draw more to Prowl who was usually more awake by now. He was almost done with his ration. He should have started building himself up to be the indominatable Second in Command of the Autobot Resistance. "Handsome, maybe," Prowl said after a breem. "Pretty doesn't suit him. Tracks is pretty, Jazz has too many nightmares in his optics to be pretty."

"Why do you have to go to this meeting?" Red Alert asked. If it was for one of those ridiculous 'show of strength' moments the Prime sometimes insisted on, he'd comm. the Prime right now and tell him his second needed to recharge more than some overinflated senator needed to see the Autobot high command. If they weren't satisfied with the Prime, why would adding Prowl help?

Prowl's smile was slow but it was a full smile of warmth and only a touch of amusement. Red Alert tried very hard not to be overprotective, but sometimes, like now, he didn't try as hard to pull back. It was why Prowl called him _senchineru_. It meant guard or sentinel, a protector. He liked the name and Prowl used it with affection, unlike the other names he'd heard mechs call him. Those were always spit with anger or with knife sharp laughter. Prowl never laughed at him and didn't push him away when he sometimes got too protective. "Don't yell at the Prime, Senchineru. The issue involves their militia numbers. It will not take long to sort out."

"If it won't take long then he can wait until you've had a decent recharge," Red Alert argued back. Despite the many insulting names mechs threw around about Prowl, he was not a drone. He needed to eat and recharge like everyone else. Red Alert and Ratchet seemed to be the only two that realized that about him.

Prowl's wing curled a little closer around him. "There has been Decepticon activity in the sector. Everyone is skittish; they want to know their militias will be enough to repel any attempted attack. Or at least hold out long enough for more help to arrive." A thumb, gentle with its touch but rough from handling weapons, stroked the back of his hand twice before withdrawing. "Half a joor at most," he said. Sighing in defeat, Red Alert sat back and returned his attention to Jazz.

The Polyhexian laughed his loud laugh and a full smile lit his face. Not beautiful. Not ugly. Maybe handsome.

 **oOo**

Jazz bobbed and weaved through the hall, saying high to anyone quick enough to see him but keeping his momentum going. The last mission had gone a septorn longer than he anticipated and he had to get in touch with the rest of his team. He sometimes envied other departments that could call a meeting and everyone could show up at the same time. He was lucky if he could schedule a meeting with even three of his subordinates at one time. It made for a very long and tedious checkup/check-in process.

His office was two doors down from Prowl's, but he was thought Mirage and Prowl might be the only mechs that knew that. And Red Alert, but he knew where everything in the ship was. When Wheeljack's more scatter-processored moments got the best of him, it wasn't uncommon for him to enlist the security director in a game of "Find the Possibly Explosive Device I Carried Out of the Lab for Some Reason."

Jazz coded in and flicked his cephalic fins up and back once in distaste. He had no idea how Prowl could sit in his office all day. Already the walls felt like they were closing in on him and he hadn't set foot inside yet. The air was a bit musty from chronic disuse. Flicking on a low lamplight instead of the bright overhead one he shut and coded the door shut, activating dampeners. Plopping down in a chair that didn't swivel— _Prowl's_ chair swiveled—he booted up his workstation.

He waited only a breem before the femme pinged him. Opening the heavily encrypted channel, he waited for her to speak. If a hostile agent was with her or she didn't think the connection secure enough she'd let him know and he'd play off whatever story she came up with and set to work on an extraction.

"Commander." Her voice was modulated to be untraceable and no image appeared on the screen. She was one of his deepest cover agents and checked in infrequently. She was two orns away from her assigned post to make the call just to make certain if Soundwave caught something her location would only muddy the waters more. The good thing about Soundwave and Starscream constantly trying to one-up each other was the sheer number of spies with divided loyalties within the Decepticon ranks. If anyone overheard her, there was a good chance they'd think she was reporting to a Decepticon.

"Clear," Jazz answered softly.

"Everything is stabilized. The overly inquisitive mech met with a sniper bullet at last engagement." In any other department her ruthlessness would be frightening. Here, Jazz was thrilled to have her. She didn't hesitate on anything, one of the reasons she was one of the best. "I did pick up something a bit disturbing at the last bar crawl. Informant told me an unknown mech has been trying to pin down when _Ark_ will next be planetside."

Jazz cocked his head to the side, a slight frown tugging his mouth. It wasn't uncommon for Decepticon XOps to be questioning merchants about the _Ark_ 's whereabouts. He was certain not even Red Alert knew how many infiltrations his security measures aborted. So he wasn't overly concerned about it, but would make sure to have his agents onboard keeping a sharper optic out during their next stop. "Unknown?" he said. That was the part that had him frowning. He wouldn't be so cocky as to assume he knew every Decepticon XOps agent, but they had a damn good idea of the key players. Surprises were never pleasant in XOps.

"Informant claimed the mech was new to the colony, but knew surface Decepticon contacts. Didn't follow correct procedures, but Informant is convinced he was a real 'Con and not Neutrals masquerading," she said. "Sir, he was less concerned about the _Ark_ itself and more about who was onboard. He was looking for information on Red Alert's habits."

Jazz stilled completely staring at his dim reflection in the dark screen in front of him. "Primus frag me," he hissed after a second. There'd been hits put out on members of Autobot high command—save Optimus who Megatron had dibs on—Jazz was morbidly proud to know his was higher than Prowl's. But Red Alert had never really come under fire. He was a force to be reckoned with in a very specific manner. Megatron focused more on the versatile members such as Jazz and Prowl and Ratchet.

"Informant claims there has been no news of a bounty or hit put out by Decepticons. Informant could not identify motivation but noted the mech seemed…unstable." His unshakeable deep cover agent sounded troubled and Jazz kept himself in his chair by force of will.

"Keep an optic and an audio on that," he said, not taking time to dwell. They needed to terminate so she could get back to her post.

"Understood. New information will be forwarded, per protocol."

Jazz swallowed the irrational need to tell her to be careful and signed off. Staring at the still dark screen he let himself brood. None of his other agents had mentioned a bounty or hit on Red Alert so he believed her Informant's information. Wishing he could spin in his chair he settled for bouncing his foot. A lone Decepticon mech looking for Red Alert. Decepticons weren't much for teamwork, but their XOps worked in a web. There should've been vibrations to go along with her Informant's information. Unknown, lone, Decepticon mech searching for Red Alert. Tilting his head back he stared at the ceiling.

Pushing aside any personal feelings he looked at it from a cold and ruthless angle. Losing Red Alert would cause some disruption, but it wouldn't be catastrophic. The mech was as practical as Prowl when it came to implementing his defensive strategies and measures. They were designed to function without him. It would be more a blow to morale to lose him and perhaps a psychological hit as well. No matter how often mechs griped and complained about Red Alert they still recharged knowing they were safe. And if he was killed on the _Ark_ that would also be a morale blow. And he would have to be killed on the ship because Red Alert didn't leave the ship at colony stops.

Again, it would cause disruption, but Prowl and the Prime would be able to get morale back track. Prowl in particular would be out for energon and the mechs and femmes of the Autobot army followed him as willingly as they followed the Prime. Red Alert being assassinated could backfire on the Decepticons. It could galvanize the Autobots and sway colonists who enjoyed the protection of Red Alert's systems to set up embargos on 'Con held colonies. Killing Red Alert was too risky. The chances split evenly down the middle on if it would work out or not. Starscream wouldn't have suggested it, would have shot it down with the same logic Jazz had if anyone else brought it up. Soundwave too was too smart to risk everything on something that could go horribly wrong for them.

"What's the angle?" he whispered to the room. The diamond shaped tiles didn't answer him. And did he want to risk telling Red Alert about the possible hit? He looked better in the dispensary that morning, but he was still avoiding crowds as much as possible so he was still dealing with sensitivity. Learning someone might try to sneak aboard at the next stop so they could kill him might throw him into another tailspin. Another glitch brought on by Jazz. Ratchet might actually kill him. And if this was just a psychological fake out he'd be causing Red Alert Primus only knew how many joors of anxiety and fear and for nothing. If this was just a rumor Decepticon XOps concocted there would be no one to bring in, no physical threat to take down to alleviate that anxiety. Even if the war ended next kel Red Alert would probably still be afraid of the Decepticon assigned to kill him.

Bringing his head forward and rubbing his optics Jazz decided he didn't have enough information to cause panic. There was no reason for Red Alert to know until Jazz had concrete answers.

 **oOo**

 **A/N:** Ah, Jazzy, the road to Hell is paved with good intentions.

Thank you for reading and reviewing! I know it's been a minute since I updated this, but it's my primary focus now that _Monster_ is done.


	4. Chapter 4

"Prowl, I don't know if this is a good idea. I should stay with the ship," Red Alert said shifting his weight back and forth. It was early on the colony, the sun a dim streak of light on the horizon. Prowl was a shadow next to him in the hangar, his optics looked over Red Alert carefully taking in his posture and the quick way his optics darted around the hangar. His profile brightened in a flash of light when a spark jumped between Red Alert's horns. Squeezing his optics shut he forced himself to keep his breaths deep and slow. The flutter in his chest was like a madmech beating on a door. He'd be on the floor and in the med bay before first shift ended if he didn't drag his thoughts back into focus.

Feeling his chest cool a fraction as he kept his intakes consistent he opened his optics and watched Prowl with worry. Prowl observed him with quick optics for a few seconds before he said, "Senchineru, you haven't been off this ship in almost a vorn. I know you feel safe here, but if you let yourself become complacent it will be a matter of kels before you refuse to leave the security room. Again." Red Alert winced and after a breem nodded. The angry buzz in his head didn't abate with Prowl's soft words, but the Praxian was right. He _had_ to leave the ship. The only reason he didn't want to was because of the flutter of fear in his spark and the buzz in his head. If he bent to it now it would be twice as hard to even stand in the hangar again.

It was sparkling-ish but he had to ask, "You'll stay close?" the flutter in his spark was beginning to beat like a trapped bird. His legs trembled for a second until he tensed his body and slowly forced his limbs to relax a bit at a time.

Prowl's heavy wing slid over his shoulders. "Yes, Senchineru, I will be with you. We're not going far, just to a small shop to get something to eat. It is approximately one pygon east of our current location. It opens in in half a joor so we won't have to wait outside. The family that owns it is staunch Autobot supporters and our soldiers frequent their shop often for food and drink and none have suffered ill effects." A hand slid around his waist and hugged him close for a brief second. "You are safe, Senchineru."

Red Alert nodded to himself. They'd been to the small shop before and Red Alert had only been able to push himself to get a drink, but Prowl had gotten food and a drink and had been fine. He'd tried to get Red Alert to try some, but they had gone later in the orn and the number of mechs and femmes coming and going almost had him at breaking point. It would be a few joors before the shop was that busy again, plenty of time on quiet streets for Red Alert to wrestle the flutter in his spark back into submission. He swallowed and glanced at Prowl before nodding once with noticeable hesitation.

The quiet dockyards made Red Alert's systems push close to battle protocols, but Prowl kept his wing around his shoulders. He jumped at shadows he deemed too long and the sound of trash skipping across the pavement but Prowl was a rock next to him and he kept a stranglehold on sanity.

Out on the main street there were a few mechs and femmes awake, or mostly awake. A taxi driver saw them leaving the dockyards. Red Alert saw him and scanned his frame twice for weapons and then his transport for explosives. Before the mech could even open his mouth, Prowl shook his head and led Red Alert in the opposite direction. The mech settled back into his transport and returned to drowsing. Red Alert kept his sensor net focused behind him.

The colony was grand in a staged sort of way. The décor on their current street was meant to mimic that of Platinum Age Iacon. Everything from the polished silvery-blue stones of the side walk to the trimmed evergreen trees planted at precise intervals was carefully manicured to uphold the illusion of walking back in time. The street lamps were shorter than the Prime and painted platinum with gold highlights. The poles were imitations of the overdone work seen so often in high class homes and businesses built during the Platinum Age. "These things are hideous," Red Alert said looking one up and down before they crossed the quiet street. The pole was, he thought, supposed to look like a tree or perhaps a thick vine but was so overrun with extra curlicues and texture work it was hard to tell.

Prowl made a humming sound as he looked over the same post with a raised optic ridge. "I will never understand what drives Iaconian…art," he said. Red Alert smiled and the angry buzz in his head softened a bit. He walked with Prowl as they both quietly detailed what they didn't like about the gaudy work. The longer they talked the less time he had to check all the dark windows for snipers. His spark continued to flutter, but he laughed when Prowl pointed to a grand building so thick with platinum and gold paint and overly stylized lions and fierce beasts it looked like something from a scrapyard art gallery.

The little breakfast shop they went to was thankfully away from the overdone buildings or Red Alert would not have been able to keep down even a drink. Down a narrow alley the bright sign created a halo of light in front of the door. An early morning commuter pushed out the door with a small bag and steaming cup in one hand while the other still tried to rub recharge from her optics.

Slipping in, Red Alert let out a quiet breath of relief. They were the only customers for the moment. No loud rings or dings or shouts or mechs coming and going. The shop was tiny, only four booths along the left wall and three stools at the countertop to the right. An old fashioned display case was still being loaded with fresh from the oven breakfast foods. The scent of baked goods was heavy in the air and his tanks took notice. He eyed one pastry that looked like it had some sort of cadmium icing. He really liked cadmium.

A small Polyhexian head popped up from behind the display case when they were a few steps from the door. "Good morning," she said in a voice tempered for the early joor. "For here or to go?" She set the tray she'd been transferring from on the counter and Red Alert eyed that with interest as well.

"We'll be here," Prowl said softly, there was a smile in his voice and Red Alert glanced at him from the corner of his optic. "Do you want one?" the Praxian asked, a corner of his mouth turned up in amusement.

The Polyhexian's fins lifted and settled in a quick way. "Sit anywhere you'd like. Do you need a menu?" Curiosity lit her optics as she looked at Prowl, perhaps knowing he wasn't a seeker. Praxians were so rare outside of Praxus most assumed him to be a light class seeker. "These go pretty quick once the dockers are up," she said gesturing to the tray. "Hexavalent chromium on the inside with a mercury and gold drizzle."

"That doesn't even sound like breakfast food, it sounds like dessert," Red Alert said, trying to decide if he wanted to risk making himself sick on something that rich first thing in the morning or go for the cadmium pastry he'd seen first. The young femme laughed.

"I think a menu would be nice," Prowl said. Reaching down she pulled out two menus while Prowl let Red Alert choose where to sit. He went straight to the back booth and slid into the seat with his back to the wall so he could see everyone that came in and a good bit of the small kitchen were a timer started going off.

"Quick Rise, get those out would ya'?" The femme yelled in Polyhexian. A quick whistle of affirmative answered her. Switching back to Iaconian she asked, "Anything to drink for you?"

"I'd like a morkbrent, whatever brand you have," Prowl answered. He looked at Red Alert, silently asking if he was going to push himself while things were calm.

The shop was mostly quiet, Quick Rise in the back was whistling softly to the music playing from the overhead speakers, and it was warm. His spark gave a fierce kick but he nodded once a little jerkily but the femme didn't comment on it. A femme used to foreigners then. Polyhexians usually had about as much discretion as younglings, which was why Jazz was so good at his job. No one expected him to be a spy. "I think…something…I don't know. I don't like the bitter drinks," he said slowly glancing at Prowl.

"We've got a lys stek with thallium that's pretty smooth," the femme said. Shrugging a shoulder she added, "That's the one I like." Flashing him a mischievous smile she said, "Goes great with dessert."

 **oOo**

Few early commuters trickled in, most were regulars and the femme had their orders ready to go in seconds. Prowl's wings caught some attention, but most was fleeting. Only seeing a portion of the wing they would assume him to be a Vosian and not worthy of curiosity. Red Alert sat back a little in the booth. The frantic flutter of his spark had subsided a bit and the angry buzz in his head wasn't as loud. The shop was quiet and small, he could see the femme and Quick Rise as they continued to bring pastries to the front and greet the few early morning customers.

It was, for the moment, as if he was normal. It wasn't often he felt that odd weightless feeling of normality. So often he was aware of how he twitched and watched mechs too fiercely and stared and the way his horns sometimes sparked when his spark started pulsing too fast. The sidelong glances he got of mechs and femmes trying to decide if he was dangerous or the disdainful stares of those who thought he should be locked up and overmedicated. But here, right now, few noticed him and they didn't look long. He was…normal. "This is nice," Red Alert said softly.

Prowl smiled a full knowing smile and Red Alert felt a bit more normal. "We can't stay much past sunrise, I have a meeting with Jazz before second shift," he said in equally soft tones. He shifted his wings a fraction against the back of the booth. And he would want to avoid the worst of the morning rush. Not many knew him for a Praxian, but there weren't many winged mechs on the colony, he was going to draw a crowd wherever he went. Most were harmless, but there were always those looking for a souvenir that might pull a feather or two. That had happened to him a vorn ago and, according to Ironhide, the crowd was lucky they got out alive. Prowl's temper had been close to boiling for almost a septorn. Not even the Twins had been willing to cross him.

"I won't let anyone hurt you," Red Alert said, a bite to his words.

Prowl smiled again but it was colder and didn't quite reach his optics. "I have a low tolerance for crowds as of late. I'll not let them get so close again." Red Alert had asked Silverbolt when the seeker came in for a security shift during what was collectively called the Quiet Septorn aboard the _Ark_ what kind of pain Prowl was dealing with. He hadn't been able to do much for Prowl's mood that septorn and he had assumed having two healthy feathers ripped out caused a persistent pain. The seeker had told him it wasn't a matter of pain but assault. Had a mech taken Prowl's feathers in either Praxus or Vos they would have been arrested and spent at least a kel imprisoned and paid a hefty fine. The level of assault the unknown mech leveled against Prowl by taking a primary and a smaller feather closer to his back would have put him in prison for a vorn.

To get Prowl's mind off of the past, Red Alert asked, "Prowl…" he realized as soon as he started that sentence that he wasn't exactly moving to a lighter topic, but the Praxian watched him with quiet expectation. Sighing he finished the thought. "I was…thinking—" Obsessing, glitching, beating himself into exhaustion "—if you think Jazz really doesn't mean to make us…glitch, loop?" the fleeting feeling of normal started to dissipate after he spoke and his horns felt heavier as the feeling bled away. Prowl didn't glitch like he did, but sometimes his processor could get caught in logic loops, usually when something totally illogical happened. He got stuck on the details in a spiral only Ratchet could force him out of. It didn't happen often in his function, but Jazz was known to set them off. Others had caused them over the vorns, but Red Alert knew the first time one of Sideswipe's pranks triggered one the red hellion had been beside himself with worry. Not that he would ever admit it. But since then the Twins had not repeated the prank even though it was still talked about in the rec room.

Prowl considered Red Alert's hesitant question for a moment. Red Alert liked that the best about Prowl, he didn't dismiss Red Alert's thoughts outright. Were it anyone else, they would have already told him his glitch was acting up and given him empty reassurances that Jazz never meant to harm. He'd heard it all before from the Prime and Ratchet. "Yes," Prowl said after taking a sip of his drink. "I believe him. His regret is genuine, as is, I think, his confusion when it happens."

"But it happens _all_ the time," Red Alert said glad to voice these thoughts. It was hard to do that on the _Ark_. Jazz was wildly popular with even feisty Cliffjumper. If anyone heard what he was saying now they'd either tell him to shut up or give him the same canned responses he always got when he examined Jazz's behavior too critically. "Most of the crew makes an effort not to set them off, Jazz never seems to. You don't think Smokescreen has a pool going on us, do you?" he asked. The buzzing in his head started to pick up again. The shop owner was Polyhexian and was fluent in Iaconian. She might know Jazz and if he came in she could tell him what she overheard.

A warm hand covered his and he jerked his head up feeling the spiral of madness tugging at him. "Senchineru," Prowl said in a gentle voice. "Stay here with me." Red Alert turned his hand over and curled his fingers around Prowl's. The warmth and roughness of his hand was solid in the here and now. His optics flicked around the room picking out small details, like the small streak on the display case glass, the small patch on the booth over Prowl's shoulder. Breathing deep he slowly released the breath and nodded at Prowl. "I think," Prowl said slowly as if he was testing the theory as he spoke, "that Jazz prefers to treat us as he does everyone else instead of treating us as if we're broken or going to break with one wrong word. He is as cavalier with me as he is with Blaster and while I only understand an average of twenty percent of the conversation, it…I suppose I like that he does it. Within reason," he added with a wry smile. "I interact with Jazz far more often than you do, Senchineru. I think if you spoke to him more often as well you would see what I mean and it might help you understand him better. That would help, wouldn't it?" he asked.

Red Alert stared at where their hands were clasped, turning over what Prowl said. He really didn't speak to Jazz often unless he could help it, mostly because he had a seventy-five percent chance of waking up in the med bay with a screaming processor ache and a sore body. But Prowl spoke with Jazz every orn he was on the ship and he hadn't gotten caught in a loop in…not since the previous vorn. And from what Red Alert had observed, Prowl seemed correct in saying Jazz didn't treat them any different from the other mechs aboard the ship. "I…I'll try to talk to him more," Red Alert said, looking up. It would be nice, if it was true, to have another mech like Prowl who didn't think he was broken. "Shouldn't be too hard to find him, he stalks me like Death," he added with a scowl.

Prowl laughed softly and gave his fingers a gentle squeeze. "He does have an unsettling ability to find us no matter where we go, doesn't he?"

"I caught him staring at me while I was fixing a camera before he left a few septorns ago." Snorting a gust of hot air he dipped his horns for a second before lifting them once more. "Has he ever told you he likes watching you work?" Red Alert still puzzled over that vague sentence.

Prowl fluffed his feathers in irritation. "As often as he's in my office I assumed that was the case. I would prefer he enjoy _doing_ his own work instead of watching me do mine." Red Alert snorted a laugh and decided to follow Prowl's lead. The Praxian had decided it was just another Jazzism and didn't fry his processor over it. It would take longer for him to drop the issue, but eventually he would learn to ignore it. Like he mostly ignored Jazz when he crept through the halls behind him, watching him work. Only when the buzzing got too loud did he round on the mech. And that was only to quiet the buzzing. If he did it every time Jazz slunk around behind him he'd glitch twice as often because it was useless trying to get a real answer out of the mech. "We still have a bit of time before you have to return?" he asked, optics flicking to the door when two mechs came in looking more awake than the previous ones. They slid into the booth by the door. The angry buzz in his head tried to drag him into a spiral but he forced his thoughts away from the darkness with teeth grinding force.

"We can go whenever you'd like," Prowl said placidly.

Red Alert shook his head a fraction. "I…" he looked down at his mostly gone drink and then up a Prowl. "I think I want to try dessert." Prowl blinked once and then a smile turned up the corner of his mouth. And for another brief moment, Red Alert felt normality embrace him.

 **oOo**

 **A/N:** I meant to do this last chapter and totally forgot. So, **Vela513** , about Armor Bars!

*chalks up hands*

*prepares to launch*

Weeeeellllll, I didn't really like the idea of Cybertronian armor being big sheets of metal. It sounded a lot like medieval knights' suits of armor here on Earth and those things were ridiculously heavy and difficult to move in. Really, a knight's range of motion was sometimes cut in half because those interlocking plates couldn't have gaps. So I started thinking about other types of armor both that humans have and that we find in the rest of the natural world. In _Sparkling_ and I think the first few chapters of _Where the Lonely Ones Roam_ I was using a sort of armadillo type armor where the armor was still a big sheet, but with small creases and joints to allow for easier movement. But I moved away from that because wherever there's a crease in the armor, there would be structural weakness making it overall weak and easy to breach.

So then I thought more about making the armor much smaller individual pieces that lock together, like fish scales. But it would have to be something that could be quickly taken on and off. And thus, the Armor Bar was born. It's a bar of varying length with small pieces of metal that when attached slide out and lock together with other bars nearby. I suppose it would feel like having a tailor made shirt where the interlocking plates would naturally contour to the individual's body and provide maximum flexibility without the weak points a solid sheet with joints and creases would have.

I know a lot of stories have Wheeljack and Ratchet manufacturing armor after someone gets torn up, but the armor bars are more like clothes. So, like we see on clothing racks at Target or Wal-Mart or wherever, the 'Bots and 'Cons can stop by a colony and pick up new armor if theirs is damaged or if they want some new duds. So mechs like Sunstreaker and Tracks would have more expensive, brand name or designer, armor and more practical mechs like Hound and Prowl would have either whatever worked or military issue armor bars. Mechs like Ratchet and First Aid have standard issue armor because they're medical personnel.

To keep them from getting mixed up I figured since the mechs and femmes are all different sizes the bars would also come in different sizes, so a mech like Ultra Magnus would wear like an X-Large and a mech like Jazz would wear a Small. Like human clothes, their uses would also vary. In _Monster_ when Jazz sees Wheeljack for the first time he notes that Wheeljack's armor is really light. So Wheeljack had on the equivalent of a t-shirt and jeans. A frontliner like Jazz would have much denser armor, something closer to a flak jacket and heavy denim pants. Battle armor would be the highest grade armor available. Range of motion might be somewhat limited in some regards because of the density of the metal, but it would still allow for flips and twists and turns.

The armor in my _Street True_ arc is a bit different, though I might apply it to the next stories I write because I kind of like it. In that arc, the armor is self-repairing. Whenever it's scratched or breached it's repaired by nanites. And, like scar tissue, that area is denser than the areas around it. So, mechs like Ironhide and field medics like Ratchet who spend a lot of time on the frontlines or melee warriors like the Twins would have really, really dense armor simply because it gets torn up so often.

*Flips off bars*

*sticks the landing*

Hope that answers everything! I'll try to pare down that explanation and add it to the "Glossary" on my page. Any other questions, feel free to ask! Thank you for R/R/F/F!


	5. Chapter 5

The _Ark_ lay quiet on the perimeter of the dockyards. The colony was one of the few places in the galaxy where a ship of its size could be docked for loading supplies and engine checks. His hand tightened into a fist, anticipation thrumming through his spark. With the sun barely over the horizon the dockyard wasn't the hive of activity is would be. He'd come in with the earliest workers keeping his head low and swiped in using another docker's card. It would be septorns before the body was found, if it was found at all. And by then he'd be at Megatron's side. He'd be more trusted than Soundwave, better than Starscream.

He lost himself in the fantasy he'd been dreaming about since he landed on the colony until a crane rumbled to life and spurred him forward. He had to get to the ship before anymore were awake. Patting his side he felt the solid hilt of the long dagger he'd taken from a city defender.

Hiding amongst the crates waiting for loading he watched the great hangar doors, willing them to open. The other dockworkers paid no attention to the stacks as they continued setting down crates and discussing, loudly, whatever had been on the holoscreen last night. Laughter tangled with the screams in his head. He could imagine them screaming instead of laughing. There wouldn't be any laughter from anyone when he emerged from the _Ark_ with Red Alert's head. There would be only awe. That he, _he_ was the one to bring down the Autobot Red Alert. Not them. None of them were smart enough; none of them could ever do something so incredible. He was the only one.

The hangar cracked open, not enough for loading to begin, but enough to let a few mechs out. In the lead were two older mechs in shades of green, followed by one far too active yellow young adult, and a more sedate big black adult bringing up the rear. He thought the yellow one might be familiar but nothing about him said he was important. He was too young to be an officer.

The darker green of the two older mechs he did a quick scan on and in the shadows of the crates his armor shifted and rearranged. His armor slowly faded from its dull grey to a dark green. The group meandered past the crates with only passing interest but none lingered as the yellow mech took off through the dockyards for the exit. "Bumblebee, stay outta the way," the lighter green mech called while the other two huffed laughs.

He recalled the name Bumblebee, a scout or maybe a spy. He couldn't remember. Whatever he was, he'd deal with it after he cut Red Alert's lines.

It was half a joor after the group left the dockyards that the hangar doors finally ground all the way open. Standing in the hangar was a heavy Simfur with a datpad. Black with dull rust red highlights on his head and shoulders he made the heavyset dockworkers look fragile. He didn't motion any of the dockers over so the piles of crates remained untouched.

His spark beat faster. This was his chance. The sun was just now over the horizon, before it was much higher he would be safe. The screams faded to the quietest they had been since he escaped. He was going to be _safe_. He was going to _live._

Just as soon as Red Alert died.

He forced himself to wait until he was certain the mech he scanned would have time to leave the dockyards and be down the street. The big black mech looked off to the side deeper in the hangar and bellowed an order at someone. Spark hammering in his chest, he steeled himself and walked out of the shadows. He hadn't played much with his armor upgrades on Shockwave's base. There were only a handful of the other guards that were close to his size. Anymech bigger or smaller or with too much ornamentation on their armor and all he picked up was color scheme. But now he walked into the tender morning sunlight and straight for the _Ark_.

He put a foot on the ramp leading to the hangar and no one contested him. He continued moving, each step bringing him closer to the black and red behemoth. No shouts, no cries of alarm followed. He walked all the way up the ramp to the hangar. The big mech glanced up at him with raised optic ridges but didn't tell him to stop, didn't draw a weapon. Two other mechs were in the hangar, one a stunning yellow and the other a glossy red and—he had to do a double take—they were _twins_. They sulked as they rotated supplies and cleared space for the new shipments and glowered at him. He grinned and kept walking.

He walked straight through the heavy decompression doors and into the _Ark_ proper. It felt like his energon had been replaced with lightning. Every step his spark thundered. He was on the _Ark_ , he was on the Autobot flagship. And Red Alert—

He had no idea where Red Alert was.

The giddiness that had buoyed him suddenly deflated and terror slithered into its place. He had no idea where the security room was or if Red Alert would even be there. All he'd been told was that the mech didn't leave the ship, but the _Ark_ was a massive ship. With a crew of more than fifteen hundred, the security director could be a hall over and he would never know it. He didn't even know where the officers' quarters were.

There were few mechs in the hall; a couple that looked at him twice with recharge heavy confusion deepened the fear. Once the halls were busier someone was bound to recognize the mech he was currently configured as and he didn't even know said mech's designation. Even if he did, his voice was still the same. What if this mech had a distinct voice? That would give him away immediately. Swallowing he turned down the next hall he came too.

He couldn't leave. It would be ages before the _Ark_ itself came into atmosphere again. Most class D ships stayed in orbit unless it was an emergency or if they needed routine maintenance. Shipments were brought loaded onto dropships. And no matter how good his armor configuration was, someone was going to notice an extra mech on a dropship.

He turned down another hall and found a lift. Stepping in he punched the down button. He would have to hide. He could hide in the lesser used parts of the ship and look for Red Alert. And then, then once he found him he would be safe. He was going to live. The lift chimed and he stepped out into the belly of the ship, quiet with the engines offline for maintenance.

In his head, the screams were louder.

 **oOo**

Until Blaster woke up, Jazz was content to be quiet in the mornings, well, it was his evening, but he always stayed up so he could sit with Blaster for a joor or two and just relax with the younger mech. And he was going to be up a bit later than usual since he had a meeting with Prowl. He didn't mind meeting with the Praxian, but tiredness was creeping up on him. He'd missed his berth while on the last mission. It had been the closest thing to a cakewalk XOps ever got, but losing vigilance was what got mechs killed. So he'd still had many rechargeless orns and stress as he'd combed over Shockwave's defenses and waited for a good time to slip in.

Yawning, he decided he had earned an orn to pamper himself with an early turn in. Sending a message to Blaster to let the mech know he'd have to be his own entertainment he then sent a quick query to Prowl about his location.

Prowl responded a few seconds later and Jazz almost reflexively purged his tanks. Opening up a direct comm. link to the SIC he tried not to scream and wound up hissing like an Ahnkmorian. _What the everloving_ Pit _are you doing off this fraggin' ship?_ Prowl wasn't a lightweight when it came to a fight, he was trained in at least two different forms of traditional Praxian hand to hand combat as well as being trained to use most bladed weapons and he was a good shot with projectiles. But none of those things mattered if there was a sniper half a pygon out with him in their sights.

How Prowl felt about Jazz's tone wasn't conveyed. He spoke with his usual impeccable politeness and economy of words. _We procured breakfast and will return shortly._

Jazz relaxed a fraction. At least the glitch had someone with him. _He_ was the one who should've been with the Praxian or even Mirage, but as long as someone was there to cover their SIC's back he wouldn't charge off the ship and drag him back by his primaries. _Who is_ we _?_ He asked already planning how he was going to address the mech in question for letting their fraggin' SIC wander off the Primus-cursed ship without telling a glitching spark about it. _And where the frag are you?_ He added acerbically.

 _I am with Red Alert, we will return within a joor._ Was his irritatingly calm answer. It would be so much easier to be angry at Prowl if he would get angry too. But no, he refused to give Jazz the satisfaction of getting self-righteously angry like Ironhide did when anyone tried to tell him what to—

 _WHAT?_ His screech startled the other mechs in the hall but Jazz didn't pay any mind to them. _Get_ both _of your afts back to this ship,_ now _!_ He was already running for the hangar. Prowl didn't answer. _Prowl did you fraggin' hear me, get back here_ **now** _!_

A sliver of irritation finally bled through. _Jazz, we are perfectly capable of defending ourselves from a few overly interested colonists, we do not need supervision._ There was a tenor of authority there as well that Jazz chose to overlook.

He was at a full sprint when he leapt out of the hangar and made for the dockyard entrance. The Twins and Ironhide startled when he blew past them but not even Sideswipe was quick enough to get a word out before he was out of range. _Where are you?_ He demanded again.

Prowl didn't answer and Jazz could almost feel his irritation through the comm. link a second before it cut off. Skidding to a halt just outside the dockyards, Jazz cursed every god he knew and a few unfortunate mortals before cursing Prowl.

The morning commuters gave him a wide berth and strange looks. Looking left and right Jazz tried to figure out where their SIC and security director might go. Prowl said they were getting something to eat. There were a few places open on the street but they were busy with morning commuters, dockers, and crew from ships currently docked. Red Alert wouldn't be able to handle that many unknown factors. So they would be somewhere quiet. Somewhere either far off the beaten path away from visitors or somewhere not well known to visitors. Definitely not a chain place, those places with their familiar signs were always crowded. Somewhere locally owned. But Red Alert's glitch would probably keep him from eating anything. Jazz also thought the security director might glitch if he thought Prowl was eating food of completely unknown origin.

Pressing his hands against his optics trying to categorize his spinning thoughts he heard Blaster call his name. Dropping his hands and half-turning to look at the mech he canted his head to the side waiting for the small group to catch up. Blaster, Firestar, and Arcee ambled toward him, Blaster with a mildly concerned expression. "What's up Jazzmech?" he asked. "Gears said you shot outta the _Ark_ like Megatron was outside."

Rubbing his face again Jazz glanced around to make sure no one was close enough to overhear. His odd behavior had given them a good bubble of personal space and he growled low enough for only the three to hear, "Prowl and Red Alert are offship." Firestar opened her mouth, closed it, and opened it again but no sound came out. Arcee stared at him with optics sparkling wide.

Blaster recovered first and hissed, "They can't do that! Can they?" he asked with more uncertainty. He was an officer, but his rank was much lower than even Jazz's so the scope of responsibility Jazz, Prowl, and Red Alert dealt with were a little out of his league.

Jazz vented a hot stream of air. "Yes," he said after a second, "but not without telling _someone_ about it. They're not supposed to be offship without at least one armed guard." He could throttle Prowl and Pitcursed _Red Alert_ who Jazz never imagined would break a security protocol. That had to be all Prowl's doing, finding some loophole in the wording to work past Red Alert's glitch. But Red Alert would've wanted to go along with it. When he well and truly decided to dig his heels in no amount of inventive interpretation could budge him. "I'm gonna kill 'em both," Jazz said. As long as a rogue colonist or assassin or runaway transport didn't get to them first.

"You called him, what'd he say?" Blaster said trying to keep things vague and conversational as the bubble of personal space began to close. Transports were starting to pile up on the road as the morning commute hit its stride. Mechs and femmes in well-made armor polished to an optic searing shine steamrolled by on the sidewalk either talking on their comms. or frowning at datpads.

"Said they were getting something to eat and they'd be back within the joor." Jazz looked at his chronometer and lifted a lip in a snarl. The joor wasn't even half gone and Jazz had no idea how far they had gone.

"They were _both_ getting something to eat?" Arcee said, struggling a bit with the need for discretion when she was used to dealing more with Ironhide and his bluntness. "Like… _both_? He didn't say 'I' or something like that?" Her foot tapped as she tried to say what had caught her attention.

Jazz was nimble enough to follow her and tilted his head. "Yeah, he said 'we'. Something important about that?"

"The place we were going," Firestar blurted out, optics bright when she looked at Arcee. "A lot of us go there, it's local and super small but they've got the _best_ cadmium pastries. We go every time we're docked, right?" she said looking between Blaster and Arcee. Jazz considered that.

"Quiet?" he asked. All three nodded and Blaster started walking with a bit more purpose than he'd had when he strolled up. Jazz put the pieces of what he'd been given against the irritating conundrum that was Prowl and Red Alert. A quiet, small place where _Ark_ crew frequented that was locally run. That could be enough to appease Red Alert, maybe even convince him to try something. It was a huge leap for their security director to eat food he didn't make himself, but maybe Prowl had again used overwhelming logic to nudge the security director out of his comfort zone. It made him feel a little warm inside that Red Alert might be working to explore new things, but he was still going to throttle them both.

They met Red Alert and Prowl halfway to the shop strolling down a quiet street looking for all the universe like two regular mechs enjoying some shore leave. Red Alert pointed to the cornice of a building built up to look like some kind of bird and a full smile graced Prowl's face. They looked…calm. Prowl didn't look like he had the concerns of an entire army on his shoulders, Red Alert wasn't trying to look at every mech that passed. He still glanced at many of them, but it wasn't the quick jerky twitch he usually had when he was in crowds.

"They look so normal," Blaster whispered. "It's kinda creepy." Jazz elbowed the younger mech and told the three to go enjoy breakfast while he strode forward to wrangle their wayward officers.

Red Alert saw him first and the spark of surprise in his optics was swiftly overrun by suspicion that Jazz was so used to. That hurt his spark more than he would admit. Now Red Alert looked more familiar with his chin slightly lowered as he watched Jazz approach, optics distant and calculating as if he was trying to figure out how much harm Jazz could do on the open street. Prowl sighed and his countenance also changed back to Autobot SIC. The tightness around his optics returned and Jazz could see him already thinking through all the things he had to do during the orn.

Whatever tirade Jazz thought he would unleash on them died in his throat. The two mechs who had been enjoying their walk back to the ship were gone. His very presence had brought down whatever walls they always kept up around him and that _stung_. They were the only two who remained so closed off. Even knowing he was XOps, every other mech and femme on the ship had no problem relaxing with him. He'd thought Red Alert and Prowl had learned to relax at least somewhat around him but it was clear now in the morning sun on the quiet street that they never really relaxed around him. "You're not supposed to be offship without an armed guard," Jazz said beginning to wish he hadn't come. But his duty would not allow him to let the SIC and security director wander around a colony.

Annoyance flashed in Prowl's optics and Jazz stiffened his spinal relay against a flinch. "As both of us are currently armed, we fulfill the Prime's mandate of armed guard," he said in a cool voice. "If you don't think either of us is capable of performing a guard function I will gladly take time this orn to demonstrate my self-defense skills." If the words were any colder Jazz's lines might've frozen. As it was, he found himself looking miserably at the ground without meaning to. Red Alert snorted a gust of hot air and dipped his chin lower. Irritation prickled around both of them and Jazz felt himself being shut out so completely it was only a few seconds before that vibration of annoyance was gone. Glancing up he wanted to slink back into the shadows with his fins firmly flattened. Cool expressionless faces looked back at him. "Shall we go?" No inflection. Red Alert's head jerked toward the sound of footsteps behind him, suspicion in his starburst optics as he started cataloguing and estimating the threat level of everyone around him.

Ducking his head a bit Jazz turned wordlessly and started walking back to the ship the distance between him and the other two mechs wider than a star system.

 **oOo**

 **A/N:** It has been one hell of a couple days. I hope if you need a few minutes of escape this helps. My US readers, if you're scared of what the future holds I hope you'll reach out to others. Don't hide. There are still people in this country that will love you and fight for you every step of the way. Make your voice heard, don't let hate shut you down. And where ever you are make sure to take care of yourselves. If you need a day to eat junk food and read fanfiction to rebuild yourself, then you take that day. You and your health are just as important as your other responsibilities.

Much love and blessed be.


	6. Chapter 6

Red Alert hadn't attempted to talk to Jazz. He was still mad the other mech had deemed it necessary to fetch himself and Prowl like errant sparklings. Given the crew's reaction when they returned it was obvious the director of XOps has been less than subtle about his going to round them up. He thought he was being a bit immature, but Prowl too was very subtly avoiding Jazz. Even during their mandated "being seen" time they had managed to only see the other mech in passing.

It was actually quite impressive. Jazz was a master at socializing, but when Prowl put his all into avoiding something his battle computer had made himself and Red Alert little more than a rumor on the ship for the last two orns. Prowl had been spending most of his time in the tactical department, only stopping by his office to pick up shift reports. Red Alert had been on the command level updating some of the networks. Both were places Jazz had no reason to be unless someone requested his presence. They'd also spent their time "being seen" at odd joors such as late morning or the down time just after third shift started.

Red Alert was certain the Prime knew something was…off with his officers, but he hadn't pursued it past a disapproving frown at Prowl when they passed in the hall. Prowl had not given the commander a second glance. The rest of the ship was more aware there was friction between them but seemed to be content for now watching the cybercat and glitchmouse game. A game, Red Alert thought, that would have to end eventually. Contrary to what the crew thought he didn't spend _all_ of his time in the security room. He spent a great deal of time in Prowl's office talking to the Praxian about whatever came to mind. Having actually spent a full orn in the security office he was beginning to question his limited sanity because he was certain he'd seen Cliffjumper almost simultaneously down by the engines and going into his quarters.

Rubbing his optics he spun around in his chair and got up. Uploading the most important feeds from areas he considered security net weak points, like the hangar, he slipped out of the security room. Irritation with Jazz or not, he needed a break and Prowl would need one too. They'd both been working as much as everyone thought they did, well, Prowl was doing the same amount of work, but he had put himself in social situations to do so. That was more draining than a straight septorn of desk work.

Red Alert met Prowl in the hallway, the Praxian looked exhausted. Red Alert frowned and hesitantly wrapped his fingers around Prowl's arm to lead him to the dispensary. "Let's sit in your office tonight," he said softly. The Prime could give them a lecture on missing "being seen" after Prowl had a few joors to relax his wings. Usually Prowl would put up a token argument, but now he just nodded and Red Alert's concern rose a few notches. "What do you have to do tomorrow?" Red Alert asked. He always failed at casually asking questions so he didn't try to hide his intent when he questioned Prowl.

"I will be spending the orn in my office, senchineru," the Praxian said with a slight smile. Red Alert nodded once. He would make certain the Praxian kept his word. And he was also going to make certain he went to recharge early. As if he could read Red Alert's thoughts, Prowl's smile widened slightly. Red Alert ignored him. Someone had to make certain ate and recharged and since Ratchet was busy trying drag Wheeljack out of his lab for the same reasons that responsibility fell to Red Alert.

 **oOo**

They had just finished their rations and had been settling into a conversation about a historical text Red Alert was reading when there was a knock on the door. Red Alert rolled his optics to the ceiling wondering if the Prime had to deal with these constant interruptions. But Prowl only sighed and admitted their guest. Turning in his chair so he could keep an optic on Prowl and whoever was entering Red Alert hoped it was just a shift leader dropping off reports.

Jazz stepped in without his usual cheerful greeting and Red Alert watched him with suspicion and latent irritation. The highly skilled saboteur and assassin looked more like a naughty sparkling brought to task as he stood a bit off to the side so Prowl and Red Alert could both see him easily. "I'm sorry," he said softly. "I didn't…handle that like I should've."

Prowl canted his head to the side but his face was blank and his optics serene. It was an enviable talent. Red Alert could keep his face expressionless but he knew his optics always gave him away. He hadn't figured out yet how to blank them out like Prowl did. He'd asked the Praxian to teach him that trick once and Prowl had told him Red Alert's optics made him who he was. It was a bit irritating, but he'd gone his whole life without the full stoicism Prowl possessed, he wasn't losing anything by not learning it. "You mean by causing a scene and running out to fetch us as if we were defenseless younglings?" Prowl's voice was smooth as a sheet of ice. Jazz's fins flattened fully against his head and he looked almost tiny standing there.

"Yes," he said after a moment. "I know you're not. Neither of you are, but…" he lifted his head a fraction and while his body language spoke of defeat his visor was bright with razor sharp intelligence. It was another reason he made Red Alert uneasy. Jazz could broadcast anything with his body language, even the small unconscious cues other mechs didn't realize they were using Jazz manipulated with hardly a thought. He wanted them to think he was ashamed and contrite, and maybe he was, but there was something else at play in his processor.

Red Alert's optics narrowed and Prowl growled with a true thread of anger in the sound. "I'm not in the mood for your games, Jazz. What do you want?" That was the exhaustion from the constant socializing speaking but Red Alert fully agreed with the sharp tone. He didn't like Jazz's games either.

Jazz flinched back in what might have been genuine pain at Prowl's tone or yet another ploy in his game. "I'm not playing, Prowl. I just…" He lifted his head fully and flipped his visor up to rub his optics. His fins rippled across his head like they were being ruffled by wind. From what Red Alert understood after researching Polyhexian body language Jazz was uncertain of something and frustrated by it. It wasn't something he showed very often. Actually, Red Alert could count the number of times he'd seen that particular gesture and he had only ever used it in private with Prowl. Not even with the Prime did Jazz express that level of uncertainty. Red Alert tilted his head watching the Polyhexian with a bit more curiosity than irritation.

Finally Jazz came to a consensus with himself and flipped his visor back into place dropping his hands and looking every bit the lethal mech he was. "Absolutely nothing about this is confirmed," he said firmly, tone hard and flat. "I had one of my deep covers pass along a _rumor_ that an unknown mech was asking questions about Red Alert's movements."

That took a second to process and when it did he clamped down hard on the sudden howling in his head, the buzzing in his audios made it hard to hear anything and his spark felt like it was ricocheting around in its casing.

"And how long exactly have you kept that important piece of information from me?" Prowl asked, the ice in his voice a thin cap for the anger sparking in his optics. Red Alert seized hold of those few words. Prowl hadn't known about it either. Prowl would _never_ put him in danger. He never had. He had decacycles of proof that Prowl would never knowingly put him in danger. That settled his spark enough he didn't feel like it was going to punch through his chest. The buzzing in his head was still loud enough to give him a processor ache but he dug his claws into his knee joint so the pain would break up the slow spiral of thoughts.

Jazz flinched back again. "Found out an orn before the last stop," he said softly. "Nothing about it has been confirmed," he repeated with anger to match Prowl's. "There hasn't been a whisper from anyone else about any of this. No new bounties are out. There's nothing. It's looking more and more like a ghost hunt. Mech was unknown, new to the colony, didn't use Decepticon XOps protocols to get information and I haven't had any new information sent about it."

"But it is still a possibility or else you would not have reacted as you did," Prowl said still expressionless. Red Alert had never been in the room when Prowl and Jazz argued. He was beginning to wonder if it was always like this. Prowl's glacial calm and Jazz's fiery emotion. It was enough to give a mech whiplash.

Jazz's fins flicked up and he bared his short fangs. "Everything in XOps is a possibility, you fraggin' well know that," he snapped.

"Then it is a possibility that you should have shared with me when you learned of it," Prowl said in equal measures calm.

Jazz's hostile stance slumped and he looked away from Prowl at the wall. "Yes, _sir_. It won't happen again." It felt wrong to see Prowl and Jazz so at odds with each other and even more to hear Jazz call Prowl "sir." As far as Red Alert knew only the young recruits called Prowl "sir" habitually. Most just called him Prowl. Jazz even went so far as to give him weird nicknames.

Prowl tilted his head to the side and some of his exhaustion broke through his cool façade. "I don't know why you're angry with me. You withheld information from me that allowed me to unknowingly put Red Alert in danger. Had I been apprised of the situation none of this would have happened and we could have done more at the last colony stop to further assess the situation."

Jazz shot him an angry glare. "You're the one who's been sulking like a sparkling for two orns." He bared his fangs again. "And don't even give me slag about you having to work. You only go to tactical that often when you don't want me in your space."

Prowl released a long vent of air. "Yes, I have been quite agitated with you the last few orns. I'm certain if your team suddenly flew into a panic every time you left the ship you would be irritated with them as well," Prowl snapped back. His cool façade melted and more natural emotions filtered to the surface. Red Alert relaxed a bit more in his chair. This argument felt more natural. It sounded like others he'd heard in passing that Jazz had with other members of the command staff.

"I'm director of XOps," Jazz said throwing up his hands. "You're—"

"What?" Prowl asked, again that razor fine edge of spark deep anger in his voice. "Broken? Prone to malfunction and incapable of taking care of myself?"

Jazz recoiled like Prowl had slapped him. His fins flattened and there was real pain in his optics when he shook his head hard. "You are not _broken_ ," he said in a quiet voice, anger to match Prowl's. "And don't sit there and pretend to be helpless, we both know you could put me through a wall." There was steely resolve to him now that Red Alert didn't think was affected in the least, he was too invested in being angry with Prowl to manipulate his body language consciously.

Prowl didn't back down. "Then why do you treat me like I'm one off center sidewalk section away from getting stuck in a loop?" he demanded.

"You're second in command, you can't just wander off this fraggin' ship whenever you want," Jazz snapped back. "You're not Hound or Arcee or even Blaster! You've got a price on your head that could feed a colony for a fraggin' vorn. You can't just leave without telling someone!"

Red Alert was perversely amused to realize Jazz had no idea how often Prowl left the ship. He was a winged mech. Red Alert thought it would be obvious that every chance he had he'd be offship, but the others in the command staff it seemed had overlooked that fact. He wasn't going to bring it up if Jazz was still missing that piece of information. Prowl needed to get off the ship. Red Alert didn't mind being onboard but he was a frametype that lived in burrows and dense forests. He preferred being enclosed. For a winged mech like Prowl the ship was nothing more than a large cage.

"And what exactly is an armed guard going to do for me that I can't do myself?" Prowl asked locking into a staring contest with Prowl.

"Not my rule," Jazz hissed. "You take that up with the Prime, I was doing my _job_."

"Had you done your job initially and told me about the threat to Red Alert I would have informed Hound of my intention and we would have left with the scouts."

Jazz recoiled again when that blow struck home. His optics dropped and he took a step back fully conceding defeat. "Fine, yes, I fragged up. I'm sorry," he said without the angry formality he'd used earlier.

Red Alert didn't hear the rest of what he said because an odd warning popped up from the security network informing him secondary medical systems were going down for maintenance. Ratchet hadn't told him he was doing upgrades, he certainly didn't have anything scheduled. Wheeljack probably had a sedative in him curtesy of the temperamental medic.

Getting up he walked around Prowl's desk while he was still talking to Jazz and used his station to log into the security network. Prowl's wing slid over his back like a heavy warm blanket. "What is it, senchineru?" Prowl asked. Red Alert checked the maintenance logs. Secondary medical systems had gone through an upgrade two kels ago and, contrary to what Blaster bemoaned, he did _not_ do upgrades septornly.

But someone seemed to buy into that theory and they were trying to use it to get into the security network. The Twins sometimes tried to hack into the network but they did that primarily out of boredom, Sideswipe in particular loved testing his skills against Red Alert. Sometimes Red Alert let him run through the system so he could find weak points, and it was a fun strategy game for both of them. But the code trying to weasel its way into the system now was not Sideswipe's. Snorting an angry gust of air he sent a quick priority message to Blaster. "Soundwave," he growled. He could put up a good block, but while he was occupied with the initial hack he needed Blaster to watch his figurative back. Soundwave usually tried his hand at breaking through communication channels, but he was an experienced hacker in all areas.

"Which system?" Jazz asked suddenly next to him. He jumped a little having forgotten for a second the Polyhexian was still in the room. But Jazz wasn't talking in code or riddles or being strange. The light from his visor was cold and predatory as he looked at the screen reading over Red Alert's containment code.

"Secondary medical systems," Red Alert answered. "If he gets into those he'll have an easier time getting into the primary network.

Jazz frowned. "Medical systems? That's not an easy target. Ratchet has his own security on that, doesn't he?" Red Alert nodded. Ratchet took his patient confidentiality _very_ seriously. Not even somewhat suicidal Sideswipe had ever attempted to get into Ratchet's files. The medic would sincerely beat him into the floor if that ever happened. Soundwave wasn't just playing with fire, he was playing with a fusion reactor.

"Blaster is covering all other databases," Red Alert added. He didn't like Soundwave's target either. There was no reason for him to think the medical database would be a quick in and since they hadn't been engaged in battle recently there were no current injury or casualty reports for him to glean. It was a useless target but Blaster hadn't found any other foreign code. Unless Soundwave wasn't using a foreign code. Checking the hack again he found a sniffer program that would have picked up on the code Red Alert was using to contain it. It wouldn't be hard for Soundwave to manipulate that. _Blaster, the only system I am engaged in is the secondary medical database, if any hint of my code is elsewhere it is foreign._ Snorting another angry gust of air he wrangled Soundwave's code and pushed it out while nesting a nasty virus in it.

Blaster swore. _Picked up bits of your code in the security codex, I have no idea what he got._ Swearing himself, Red Alert dove into the codex looking for files that showed any corruption or recent copying.

"Prowl, he picked up Outpost Gamma Three's plans as well as Altihex' defense strategy." He logged out of the network once Blaster assured him he and his symbionts were going through the network line by line. Prowl logged in and began assessing the damage done and how to thwart any attack the Decepticons might launch against the two places. The plans for Outpost Gamma Three wasn't too much of a loss, he and the outpost were still refining based on personnel. He would have to scrap the plan entirely and redo it within the septorn. Altihex's defense strategy though was going to be taxing. He had been working with the city for almost a vorn making certain their weak points were covered and that they had the training and personnel needed to defend the city. Groaning he rested his forehead on Prowl's desk and breathed deep a few times until the swirling chaos in his head settled back to its angry buzz.

"We can redo Gamma's plans in the morning," Prowl said, his heavy wing was still on Red Alert's back and it was a welcome cover. "Megatron cannot launch any sort of attack until they make sense of your notes." Red Alert snorted and lifted his head. He thought his notes made perfect sense, Prowl said they looked like the ravings of a glitched mech. He was hoping Soundwave and Starscream had the same trouble as Prowl when they looked over the plans.

"I can help with Altihex," Jazz said softly. He wasn't looking at Red Alert but staring either at the screen or some distant thing only he could see. "I've been there a few times, know their defenders pretty well."

Before Red Alert could tell Jazz he didn't need to be part of a defense strategy planning Prowl said, "A good idea. Red Alert has been hampered by relying only on internal mechs to see where weak points are." The frustration Red Alert felt with that was shared in Prowl's voice. Altihex seemed to think they were already impenetrable. Perhaps Soundwave had done him a backhanded favor by taking the plans. The mechs would be much more open to suggestion now that their plans were in Decepticon hands. Or they would be twice as contrary because their plans had been taken. "Red Alert, save it for morning. The Decepticons will not move tonight, they can't." Prowl's voice was a quiet balm on his fevered thoughts for all of two seconds before he remembered the mech had told him to work with Jazz on the city's strategy.

Giving the Praxian a sulky look he finally stood up. Prowl raised an optic ridge and Red Alert was reminded of their conversation in the nice little shop. He had said he would try to speak to Jazz more and now it would seem he no longer had a choice. Sighing he nodded and looked at Jazz. "I'll meet you in your office at the start of fourth shift," he said.

Jazz tilted his head to the side. "Fourth shift? That's the middle of the night."

"You have reverted back to your nocturnal nature, have you not?" Red Alert said now as confused as Jazz. It would be highly ineffective if Jazz was tired while they were working on the defense strategy. Red Alert could recharge for a few hours and be refreshed enough to lay down the preliminary work. He and Prowl usually met for planning during second shift so he could get another few joors of recharge before meeting with the Praxian.

"Yeah, but…you're not," Jazz said still looking confused. "I'm used to working with diurnal mechs, you don't have to upend your whole schedule for this. I'll meet you second shift." Prowl laughed softly but didn't interrupt even though Jazz's confusion only deepened and Red Alert shot the Praxian a glare.

Red Alert used his knee to spin Prowl's chair back to the console so he wasn't watching their conversation. There was still a faint smile on his face but he checked his messages for Outpost Gamma Three and Altihex and left Red Alert to figure out Jazz. "I'm meeting with Prowl during second shift. And if you are forcing yourself to stay awake the meeting will only take longer and we're more likely to miss something. I am usually awake for the duration of fourth shift as the natural recharge cycle for most Gygaxians is known for several joors of wakefulness in the middle of the night."

"It's hypothesized that was when their ancient ancestors hunted and even when they discovered farming they kept to the cycle of waking in the middle of the night for community socializing," Prowl added without looking away from his screen. Using his foot, Red Alert pushed him further away. Prowl swatted his foot down and smoothly scooted back in front of his workstation.

Jazz was watching them with bright interest and a lopsided smile on his face. "A'ight, you win. I'll see you fourth shift, my office." There was a laugh in his voice and his accent came through a bit more like it did when he relaxed from what Red Alert described as his "officer" persona back to his more comfortable "regular mech" affectation.

"Do you know where your office is?" Prowl asked. Red Alert belatedly realized Jazz was the only officer who only spent a scant few joors a kel in his office. But he'd seen the mech go to his office at least once this kel so he did remember where it was.

Jazz slicked his fins back and narrowed his optics and he looked a bit like one of the sleek water snakes that populated Polyhex. "Yes, I know where my fraggin' office is," he said petulantly. His fins returned to a more neutral position. "Do you know where your quarters are?"

Prowl sighed and logged off his workstation. "I am going to find them now," he said pulling his wings back so the feathers fell like a sleek cape behind him. Jazz turned and led the way to the door with Red Alert behind him and Prowl finishing locking down his station before his soft steps were following.

 **oOo**

Red Alert didn't yawn in the halls like the others on their way to fourth shift. As he'd told Jazz, he was usually awake and doing something or other for the entirety of fourth shift before he went back to recharge during first shift and woke up for second. He did get a few double takes when mechs saw him in the hall but he didn't pay attention to them. He was more concerned with the upcoming meeting. Without Prowl's stabilizing presence he wasn't certain if he could keep up with Jazz. He would have to watch himself. If he felt himself starting to slip into a spiral he would have to leave no matter how rude it looked. He couldn't afford the exhaustion and mental fatigue the glitches left him with while an Autobot outpost and city were currently vulnerable to Decepticon attack.

Knocking on the door it slid open a second later. The lights were near their dimmest setting and Jazz had his visor set aside. He had his feet up on his desk and was using one finger to type something out while his other hand had a steaming mug of something. Red Alert took a deep breath but only smelled mustiness from chronic disuse. "What is that?" he asked as he approached the desk.

Jazz held up the mug as he pulled his feet off the desk. "Warm water, this place gets cold at night." Red Alert's mind filed away that useless bit of information as he sat down. He felt a bit awkward and realized he'd never spoken to Jazz without Prowl present. He was now very aware of how often he used the Praxian as a shield or let him handle Jazz. Now there was no one around to deflect the attention. Jazz's attention wasn't scattered like Blaster's but focused solely on him and it was like sitting in an interrogation. "Last time I went to Altihex was half a vorn ago, you do any major changes since then?" he asked, all business and Red Alert relaxed a bit more. He was used to being the center of Prowl's focus and that was like standing before Primus himself. The mech missed little and knew Red Alert well enough even an extra blink in a breem could tell him if Red Alert was lying or trying to hide something. He hadn't expected the same incredibly focused attention from Jazz, but now that he knew it was there he let it settle over him without as much apprehension.

"No," Red Alert said setting one of three datpads on the desk for Jazz to look at. "That's the whole of the strategy they currently have. They have always been rather unwilling to change unless Prowl became involved and gave them overwhelming numbers on why the changes needed to happen." He was certain Prowl took some kind of perverse pleasure in dumping a terabyte or two of data on the city officials of different scenarios he'd come up with wherein Red Alert's strategies could save their city from sacking. "Although, they don't ask for numbers as often as they used to."

Jazz snorted and a smile kicked up the corner of his mouth. "I'll bet," he said, probably knowing just as well as Red Alert did what exactly Prowl did when the city was being difficult. It was an odd realization that he was sitting across from a mech who knew at least most of Prowl's superficial habits and could figure out his thought process. Jazz was probably the only other mech on the ship that could read Prowl's subtle moods and interpret his silences.

Slipping his visor back on he turned up the lights a bit more and Red Alert blinked a few times to get rid of the sting. "I can read in low light," he told the mech. "I prefer working in semi-darkness." It reminded him of home, being curled up in his burrow warm and safe. The strident lights above were too much like spotlights. Or the landing lights of ships. Those bright lights were the only warning his city had gotten before Decepticon ground troops landed. He hadn't felt truly safe since those bright lights had cut through the trees and shrubs and smoky fires had been set. But he often thought back to that joor before the fire and the screams, of being in his burrow. He'd been re-reading one of his favorite historical texts with a mug of his favorite tea next to him.

"You okay, Red?" Jazz asked. The lights had been lowered again and Jazz had again set his visor off to the side.

Red Alert nodded. "Yes, I'm sorry. I was thinking about home," he said before he could stop himself. Prowl had told him if he was going to look preoccupied he should probably let people assume he was thinking about security measures. Red Alert had thought it was a strange thing to tell him until he saw how mechs treated Wheeljack who was always thinking about a dozen unrelated things. At best they thought he was some sort of idiot-savant and at worst they thought he was perpetually rude or that he didn't care about their thoughts. He rather liked Wheeljack and knew he was none of those things, he just had many thoughts on many things and sometimes they escaped his mouth before he could stop them.

"If this office makes you think of home, I'mma tell you the same thing I told Prowl: Ya' need to get out more," Jazz said not taking offense at his admittance of distraction.

"We did," Red Alert pointed out, "and you panicked." He almost cringed as soon as that snappy retort was out of his mouth. Jazz had already thoroughly apologized for that. It seemed sparkling-ish to bring it up yet again.

Jazz opened his mouth and then closed it, his fins lifting and settling rapidly in consternation. "All right, fine, you got me there," he said after a moment but laughed.

Feeling a touch bad for reminding the mech of his overreaction and the snubbing that had earned him from both himself and Prowl he said, "It wasn't the office. It's the lighting. The lighting reminds me of home." A touch of sadness colored his tone but he didn't think Jazz would pick up on it. Jazz didn't look up at the lights but at the shadows gathered in the corners and spilling across the floor. "It's gone now, but sometimes odd things remind me of it." Again sparkache he'd had centicycles to bury crept into his voice before he ruthlessly pushed it aside.

"Not many homes left," Jazz said still looking at the shadows. Without his visor his optics were almost sparkling wide. Red Alert was so used to seeing the narrow slit of light from behind his visor it was a bit disorienting to realize Jazz could look so different without it. It made sense for nocturnal frames to have the same wide optics as nocturnal creatures but it was one thing to know it and another to see it.

"Where are you from?" Red Alert asked. He could pull it up from the security network, but why bother when the mech was right in front of him.

"Southwest," Jazz said. That explained the odd tendency he had to pronounce 'w' like 'h' when he wasn't paying attention to his accent like now. His "Southwest" sounded like "South-hest." Southwest Polyhex was full of port cities that had been around since before the Crystal City Occupation of most of Cybertron. There were hundreds of odd pidgins that had sprung up over the eons as merchants and explorers from all over Cybertron found their way down to Polyhex.

An avid student of history Red Alert asked, "Which city?" there were so many along the coastline, very few of them still standing as they had been, but everyone with mechs and buildings with eons and eons of history. It was rare to meet someone from one of those cities so far out from homeplanet and also not trying to actively kill him. Polyhex had been under Megatron's fist almost since the beginning of the war.

Jazz laughed. "Not from a city, from a tiny pond in the middle'a nowhere." Red Alert cocked his head to the side. He never would have guessed Jazz was a country mech. His speech wasn't refined like Mirage's or even Prowl's but there was suaveness to him that mechs he knew to be from the country like Hound and Ironhide didn't possess. Although, Ratchet could be considered "country" but Ahnkmor had only a handful of cities, most were nomadic.

"I would not have guessed that," Red Alert admitted.

Jazz's smile was rueful. "Got stuck in a refugee camp after the 'Cons incinerated e'rything around me lookin' for dissenters. Learned real quick how to make myself fit in."

Red Alert nodded in understanding. "I had to go to one, too. I…did not learn to fit in." That was when his glitch had gone from a minor nuisance he could control by locking the door to full blown episodes of hysteria and paranoia. Many of his early memories of the camp were hazy from the sedatives they'd pumped him full of. When supplies had become scarce he hadn't had the chemical restraints and the episodes had almost killed him. No one wanted anything to do with him. He was a liability to safety, he was frightening, and above all, he was not _normal_. He had missed his safe little burrow so much during those orns. The tents they'd been given hadn't been sturdy enough to calm him. They flapped in the wind and made noise and were too easy for knives to cut open. "That's when I met Ratchet," he added. "No one there knew how to…deal with me so they asked for Autobot assistance."

Jazz looked keenly interested. "I din't know that. I figured you met at a base somewhere. How'd that go?"

"He clocked me on the head with a wrench and told me to shut up."

Jazz almost fell out of his chair laughing.

Red Alert smiled too at the memory. It had hurt, but it was also the first time anyone at the camp had treated him in any way like a normal mech. After his glitch had been momentarily shocked into silence he'd watched Ratchet tear into every single medical personnel like a sand tiger with a rabbit. It remained the most brutal dressing down he'd ever been privy to. Without asking even Red Alert the medic had decided he was now Red Alert's medic and swept him up carrying him to Iacon where he'd finally been given the resources to deal with the glitch. "I would have died there if he hadn't come," Red Alert said with warm fondness for their cantankerous medic in his voice. Despite his rough mannerisms, Ratchet cared about every single mech and femme that crossed his path and did what he could to alleviate pain and suffering wherever he went. "It was at Iacon I met Prowl. He was the one who tasked me with coming up with defense strategies for the base as a way to channel my glitch into something useful instead of it spiraling into paranoia."

"Pit, I din't have anything that interestin' happen to me. I just bounced around from camp t'camp until I made my way into a city that smuggled me past the border to Simfur where I signed up for the Autobots." Jazz said sitting back in his chair and tapping his foot slowly. Red Alert didn't believe for a moment Jazz had sedately been passed between camps but whatever mischief or deeper trouble the mech had gotten into Red Alert didn't think he'd come right out and say. But that was a game for a different time. He was more interested in which city he'd been to that he found someone brave or greedy enough to smuggle mechs and femmes over the border. That was a good way to wind up a slave on the black market. More than one desperate mech had been caught in such schemes. Prowl actively worked with many organizations dedicated to catching the slavers and providing safer underground alternatives to getting mechs across Decepticon borders.

The plans for Altihex remained off to the side without Red Alert giving them much thought. Jazz was lively in recounting his smuggling experience and Red Alert was thoroughly absorbed learning about the little things that made a few of Jazz's mannerisms and odd behaviors finally make some semblance of sense.

 **oOo**

Red Alert sat across from Prowl with his plans for Outpost Gamma Three in hand. Setting those on the desk he stretched a bit. He'd stayed a bit longer with Jazz than he'd intended but his mind was now in a much more benign buzz about what he'd learned.

"Did you finish the preliminaries for Altihex?" Prowl asked, a quick flick of his optics taking in Red Alert's mood.

"No," Red Alert said with a twinge of chagrin. "But I did learn where Jazz is from and why he taps the bottom of canned rations, also why he always enters the room along the left wall instead of the right." Prowl's lips twitched into a smile and he didn't ask about Altihex again but told Red Alert they could discuss his discoveries after the outpost was on its way to being prepared for an attack.

 **oOo**

 **A/N:** Ahhhh, Red Alert and Jazzy bonding time ^_^

I wanted to get this finished before November was out, but I have become a bit obsessed with finishing this Ratchet story I started for NaNo. Updates will continue though! I have five more chapters storyboarded for this. Thank you for R/R/F/F!


	7. Chapter 7

He was so close. _So close_. He had seen Red Alert in the halls a handful of times since he'd come onboard, but the mech was always three strides out of reach. Or that accursed Praxian was next to him, a wing over his shoulders blocking any shot.

He was going to shoot the Praxian just to get him out of the way.

There was no pattern to Red Alert's movements. Sometimes he was in the dispensary at one time, sometimes he was in the rec room, sometimes he was on the observation deck. He'd seen him ducking into one of the officer's offices during pit-cursed fourth shift. He was erratic and aside from the Praxian didn't seem to be overly close anyone.

He couldn't even imitate the Praxian because his armor couldn't configure the wings. He needed an unwinged mech. He had quite the repertoire of mechs to choose from already, but he'd never seen any of them speaking to Red Alert in anything more than passing. The mech was a recluse even on his own ship which would make him easy prey once cornered, it was the _getting_ him cornered that was frustrating.

There had to be someone else. He just had to keep watching. Configuring his armor to one of his preferred scans he walked out of the closet in the engine room he'd recharged in. The mech he was currently acting as was just as reclusive as his prey and very few had ever tried to engage him in conversation. It made it easy to walk through the halls and track his prey. He would find a weakness.

 **oOo**

Red Alert sat on a berth until Ratchet came out of his office looking at a datpad. "I need a total processor scan, the glitch is getting worse," he said before the medic could ask him what he wanted.

Ratchet lowered the datpad and looked at Red Alert with his optic ridge raised. "Decided that all by yourself did you?" he asked. Ratchet didn't believe anyone without medical training when they started self-diagnosing, but Red Alert lived with his glitch and this new development of his mind telling him there were doubles of mechs and femmes and one was an imposter was not welcome. The medic also looked tired which made Red Alert feel a little guilty. The scan was an invasive and long process. The medic recharged only half as often as Prowl but unlike their SIC who had Red Alert and Jazz to shoo him into his quarters, Ratchet didn't have anyone like that. Wheeljack was probably the only one who could convince the CMO to recharge for a joor, but he wasn't responsible enough to recharge on his own, much less keep track of Ratchet. He toyed with the idea of calling the Prime. He was the only one who could actually order Ratchet to his berth and that was probably what it would take.

Leaving that for a later joor, Red Alert met the medic's stare. "I have begun believing certain mechs are imposters and body doubles," he said to Ratchet's deadpan. That caught the medic's attention. Instead of bantering with him further he set the datpad aside and walked over to Red Alert.

"When did this start?" he asked, gentle hands rough from work held his head still while Ratchet's tactile scanners looked for any physical damage that could account for the new hallucinations.

Red Alert let himself relax a bit as the scanners made an oddly soothing vibration down his spinal strut. He was safe with Ratchet. He might smack him in the head on occasion, but it was always to break up the paranoid spiral. "First time I thought I saw two of the same mech was two orns after our last stop. The imposter theory grabbed hold yesterorn when I thought I saw two Mirages in the hall. One was in the rec room and the other was down by Prowl's office."

"All right, lay down," the medic said releasing his head. "From what I've read that's a very rare symptom of this glitch. Did Soundwave's hack cause any surge in the paranoid thoughts?"

"No. The information taken, while somewhat taxing to replace, is not irreparable," Red Alert dutifully reported. "The Twins haven't set off any pranks, Wheeljack hasn't set off any explosions or notified me of gas leaks, Perceptor hasn't lost any lab animals, and none of the scouts have tried to smuggle other lifeforms onboard. I don't know what the trigger for this escalation is." It was beyond frustrating. He'd been stable for a centicycle and now he was devolving into something that could seriously jeopardize his position in the army and he had no idea why.

He had no idea what he would do if he couldn't continue his position in the army. Defense strategy had been what pulled him out of his madness in Iacon. It was still what helped keep him sane. And he'd lose Prowl and Ratchet because they couldn't drop everything to help a civilian with problems. They still had an army to take care of. He didn't know where to go, his home was destroyed, the forest he'd grown up in razed to the ground. He needed Prowl's help just to get something for breakfast on a colony. He'd never survive. He'd start spiraling within a kel and then they'd just lock him up, overmedicate him—

A sharp rap between his horns pulled a startled sound out of him. He blinked and looked up at Ratchet staring down at him with a raised optic ridge. "Settle. There is another reason for this. Symptoms such as you described don't pop up overnight. There would have been other signs of decline. Now relax and stop thinking."

Sighing he closed his optics and did manage to relax enough his spark no longer thundered in his chest. Not thinking wasn't an option though, but he sent his mind on the path of wondering how and when the procedure he was about to undergo was developed. Medical history had never been a keen interest to him, but it was fascinating enough to slow his thoughts and keep them from a spiral.

Ratchet hooked up a series of electrodes to his head to monitor what his processor was up to. "Blaster said you and Jazz are spending more time together, he hasn't said or done anything to trigger even a short spiral?" His tone was a bit distracted and Red Alert tried not to squirm when a needle was inserted in his cranial port. The scanners always felt "cold" in a strange sense. When Ratchet did a direct jack into him he could feel the medic's mind on the other side and it was "warm" like life. The scanners were a void. It was like walking into a massive empty room and hearing nothing but your own footsteps echoing off the walls.

Red Alert rolled his optics. "Blaster is hardly a reliable source of news I don't know why you insist on speaking to him about ship happenings." Ratchet, though, was always in the market for blackmail especially concerning a certain pair of twins.

Ratchet tapped his forehead twice in admonishment. "Sometimes he gives me something useful. You and Jazz, yes or no?"

Sighing Red Alert said, "Yes we have been working together on redoing Altihex's defense strategy and no, he has not triggered anything." It had been a surprise to him that he hadn't had an episode in the septorn they'd been working together. He found their chats before they started work to be rather…relaxing. He was beginning to understand why Prowl also talked to the mech outside of work joors as often as he did. In private, Jazz hadn't slipped into the strange code he spoke with Blaster even once.

Prowl had warned him if music ever came up for discussion that would change quickly.

He felt the hum of the more invasive scanner in his head and closed his optics scrunching his nasal ridge. It wasn't painful, but it wasn't an experience he enjoyed. "I've managed to figure out a few more things about him that make him more…I don't know, sensible? I still don't understand the strange code language he speaks with Blaster, but at least his mannerisms are beginning to make more sense."

Ratchet laughed softly and listened while Red Alert endured the unpleasant experience by telling Ratchet about the different things he'd learned about Jazz. He was certain the medic knew everything he told him but he didn't interrupt. Red Alert had been a little disgruntled to find out _Prowl_ knew most of what he'd told him about Jazz. He hadn't thought Prowl knew any more about Jazz than he did. But then again, as Prowl had pointed out, they had been working closely together for close to a centicycle. Mundane details like where each other was from had already been exchanged. Still, he, like Ratchet, let Red Alert recount what Jazz had told him and occasionally added extra information if Red Alert was still confused about something.

As far as the invasive scan went, it was one of the less stressful ones he'd undergone. When Ratchet started unhooking him he had his brow furrowed while he thought. "You've been recharging properly and eating like you should?" he asked when the needle was removed. Red Alert sat up and shook his head and shoulders to get used to the weight of his horns once again. And rubbed his cranial port to dispel the strange cold feeling scanners always left him with.

"Yes, since Jazz is back on ship he makes certain Prowl gets his ration and I am inevitably dragged along," he said without heat. He was beginning to enjoy their trips to the dispensary. Jazz didn't often sit with them since he tended to draw a crowd and neither Red Alert nor Prowl enjoyed the loud voices and crush of bodies around them while they were "being seen."

Ratchet sighed. "Red Alert, I don't see any changes. This report is the same as your previous scan. Everything is still stable."

The buzz in his head became almost too loud to handle and gentle hands held his head once more, grounding him in the med bay. "There are no imposters on the ship," Red Alert bit out. The hallucinations weren't real, he couldn't give _any_ credence to that thought or he would fall so deep into madness not even Ratchet would be able to pull him out.

"I agree," Ratchet said softly. "When did you see these 'doubles' on security feeds or in person?" His rough voice was as gentle as it got. Red Alert was certain he, Bumblebee, and Bluestreak were the only ones that ever heard that particular tone. Working hard to keep his breathing even instead of jagged and panicked he focused on the gentle pulse Ratchet's tactile scanners were emitting. He thought it was probably the same slow beat of his spark but Red Alert's spark had never been that slow and calm. It was always a quick flutter against his chest that could turn into a painful beating in a second.

Swallowing and closing his optics he kept part of his mind centered on the warmth coming from Ratchet's hands. Those were real. They were real and with him right now. The gentle pulse from his scanners he tried to channel to his spark to get it to slow. It was hard, the buzz in his head was still almost too loud. "First time it was Cliffjumper on the security feed. Then Hound, also on the security feed. Mirage twice, once on security feed and once in the halls."

"Most of the occurrences were on the security feed. It wouldn't be hard for Sideswipe to steal a few of Hound's holographic discs," Ratchet said with impeccable reasoning. "And dropping one in a random place to be caught on the feed would be easy enough."

Red Alert's shoulders relaxed. Fragging Twins. Nodding he opened his optics. He hadn't considered the Twins pulling a prank. They were usually more…explosive or messy or loud. This subtle manipulation wasn't beyond them, but no one else on the ship would know about it. "Go "be seen" and I'll tell Hound to check the number of discs he has," Ratchet ordered standing up.

"You should recharge," Red Alert said as he slid off the berth. Ratchet snorted and waved him out, returning to his office.

 **oOo**

He watched his prey walk out of the med bay. He had almost followed him in, but he'd heard some terrifying rumors about the Autobot CMO. He had not survived Shockwave just to have some insane Ahnkmorian kill him with a welder.

He waited until Red Alert was at a cross hall before following. The mech had caught him more than once following him, but he'd been smart enough to cycle through his configurations so he never knew.

He kept a safe distance following the mech to the much quieter hall where the officers' offices were located. Red Alert knocked on a familiar door but didn't go in as he usually did. A loud greeting startled both him and his prey. The almost silent Praxian walked out first, but behind him was a Polyhexian who had the loud voice.

But he wasn't just _a_ Polyhexian, he was _the_ Polyhexian. That was the mud-sucker that had put him in this place to begin with. Fury seethed through his lines. This was _his_ fault. After he killed Red Alert he was going to kill the Polyhexian. He'd make him bleed and scream and the whole time Red Alert's head would be watching him. That would upset him, having his friend's dull dead optics staring at him as he screamed.

Friend.

He watched the three walk down the hall, the Praxian's _stupid_ wing over his prey's shoulders but the Polyhexian was talking to them both. A smile starting to spread across his face he did a scan on the Polyhexian before they were too far. Unlike the others he'd scanned the Polyhexian's head jerked up and he looked around with a frown on his face.

He ducked back around the corner and started walking down the hall in the opposite direction. He had found the weakness, the crack in Red Alert's wall. He had planned on showing Red Alert his true face before he tore out his spark but now he reconsidered. It would be nicer to see the mech's optics go dark while he thought it was his friend tearing him open. That would be much more satisfying. Megatron would like his creativity. Soundwave wasn't that creative, neither was Starscream. It would make Megatron happy knowing he had an officer who could think like that.

 **oOo**

 **A/N:** * _Jaws_ music plays*

Our assassin creeps ever closer! Thank you for Reading/Reviewing/Following/Favoriting!


	8. Chapter 8

Red Alert stretched his neck a bit as he walked through the halls. He had a camera down near the engine room but the feed was still reading as live which meant the Twins were probably up to something. He didn't know what prank they could possible pull that would involve the engines and he was certain he nor anyone else wanted to find out.

He could've sent Beachcomber down to investigate since it was technically his shift and the mech knew enough to fix minor problems. But Red Alert couldn't allow himself to stay in the security room another breem. He was beginning to obsess over the doubles to the point he was afraid to blink because he might miss one. He had to get away from the screens and walk through the halls and stuff the paranoia back into the dark box it was billowing out of.

The Twins were adamant they hadn't taken any of Hound's chips and Hound had confirmed all holographic chips were accounted for. But holographic chips were too difficult to come by and Red Alert hadn't started seeing the doubles until after their last stop. Still, Prowl said he believed Sideswipe and hadn't pressed his questioning. So now they were back to square one. While the Twins were by far the most notorious pranksters there were certainly others. Red Alert's best guess was on Bluestreak, Firestar, and Fireflight. The three were definitely up to something with as often as the other two were trying to shush Bluestreak.

Being near the end of second shift the halls were blissfully quiet. His processor was throbbing from too little recharge and staring unblinking at the security feeds for almost a septorn. He hadn't recharged well since his visit to the med bay. He knew something was not right, but the scans said otherwise. He was considering asking Ratchet to do another when he spotted Jazz coming around the corner. Surprise at seeing the Polyhexian awake so late in the orn turned quickly to concern. Red Alert had finally dragged Prowl to his berth sometime before first shift so he wasn't in his office and the saboteur's usual partners in crime were still on shift.

Jazz smiled at him and pointed down a side hall that led to recruit quarters. It was only a few breems before second shift was over and then the quiet halls would be flooded with noise. Still concerned about why Jazz was awake, he followed him down the hall. "Jazz, are you all right?" he asked. Jazz was acting a little strange. There had been no loud greeting but he had smiled when he saw Red Alert.

Jazz stopped and spun around still grinning. The flutter in Red Alert's chest started to beat harder and the buzz in his head became a drone. Something was not right, but Jazz was trying to act like everything was fine. But he wasn't acting as well as he usually did. Had something happened to Prowl and he didn't want anyone to know? Red Alert had just seen Prowl, had made certain the Praxian locked the door before he'd gone to the security office. If something was wrong with the Prime he would have gotten a comm. So perhaps it was something to do with Jazz's team. He didn't work much with XOps, sending his recommendations and plans to Prowl so he could collaborate with Jazz and finalize them. Maybe now that they were working together on Altihex Jazz was willing to share more information with him.

Red Alert switched to Polyhexian, "Is it something confidential?" Jazz opened his mouth and tilted his head to the side. The flutter in Red Alert's spark became pounding, the buzz in his head like a shrieking alarm. He had not spoken Polyhexian to Jazz, but he knew Jazz spoke it. Jazz told him he spoke four major Cybertronian languages and a few different dialects in each. He hadn't grown up speaking Polyhexian Standard, but he knew it.

This mech that looked exactly like Jazz was not Jazz.

For the first time since the bright lights had appeared over his city Red Alert's glitch dropped into silence. He could hear his breaths calm and measured and feel the rapid pulse of his spark. The tension he'd been carrying in his shoulders bled out and the reassuring weight of his horns pulled his head forward a fraction. For a few breaths everything was serene.

"You," he whispered, "are not Jazz." Flipping a knife down from a forearm sheath he slashed at the mech's neck. Jazz was an assassin, twice as dangerous as Red Alert, yet this mech stumbled back and fell to the floor before letting out a high shriek and taking off down the hall. The glitch came roaring back, the shriek in his head like a windstorm and his spark was hammering in his too hot chest. There was an imposter on the ship. The imposter had to die.

Red Alert took off after the mech hearing only the buzz in his head and feeling the pounding in his spark. The mech went around a corner to a busy hall. He didn't care. This imposter was a security risk. His job was to stop and remove any and all threats to security. The hall was not the chaos of motion it usually was with mechs looking in the direction the imposter must have taken. They lit up his trail like signs and might have let him pass and laughed about it, except Red Alert still had the knife in his hand. And suddenly there were bodies in his way—not security threats—mechs that belonged on the ship. "Red, woah, calm down. I'm sure whatever he did he didn't mean it," Inferno was now in front of him, but the imposter was getting away.

His head jerked when a spark jumped between his horns. He had to get through the crowd. He couldn't hurt them. They were not security risks. He had to keep these mechs safe. It was the other one that needed to die. "That's not Jazz," he said in a voice laced with static. The buzzing in his audios was a roar. Another spark snapped between his hands and he jolted with pain. His gears felt like they were too tight, his spark was a hum in his chest and condensation beaded on his exoform. "N-not Jazz. Security risk." He was so hot and his body felt like it was being squeezed from the inside out.

They had to know, he had to tell them. That mech that looked exactly like Jazz, _was not Jazz_. His spark was hammering against his chest, the heat flooding his body making it hard to breathe. He had to cool down. He had to find the imposter. There was a security threat on board and he had to get rid of it. Nothing was safe. No one was safe. He had to make it safe. Sliding the knife back into his sheath he tried to push through the tangle of bodies. A few stumbled out of his way, surprised by the strength behind his shove but there were others and combined they were more than enough to overwhelm him.

"Red Alert, what the pit are you doing?" a voice snapped. He turned toward the sound and almost fell. He didn't think his spark was even pulsing anymore but just burning steady like a small sun and it was so hard to breathe. He was so hot. There was a security risk on board. He had to get the security risk. Sharp pain in his cranial port and then a rush of blessed coolness. His body felt like it was on fire. He had to find the imposter. He had to stop the imposter. The shriek in his head began to slow to a thunderous roar. He was so hot. He had to find the imposter. He had to make it safe.

His focus started to come and go and his spark began to slow a bit. "Ratchet?" he asked. He didn't feel like himself. A gentle voice told him he was safe, that he needed to recharge. It was so hard to think and the voice was soft and familiar. That voice would keep him safe. He tumbled into darkness as the panicked spiral began to break apart.

Ratchet caught Red Alert as the sedative took effect. His frame was too hot, his exhalations steaming the air around him. He didn't fight Ratchet in his forced recharge, instead turned his head closer to the medic's chest to hide his face from the light. "Move," Ratchet barked at the gaping crowd of onlookers. Tough frontliners scrambled to get out of the way of the medic as he walked down the hall. Red Alert still trembled in his arms and Ratchet sighed looking down at him. Opening a link to Prowl he told him to meet him in the med bay. He had no idea what had triggered the episode, but it was the worse he'd seen since he'd first met Red Alert at the refugee camp.

Prowl was already in the med bay waiting for Ratchet. "Beachcomber reviewed the security feed. He has no idea what happened. Jazz pulled him into a quieter hallway and two breems later Red Alert tried to cut his throat." He gave his report while looking over Red Alert as Ratchet lay him on a berth. Prowl stroked between the restless mech's horns until he settled a bit more. His temperature was still too high but he was beginning to calm.

"Jazz? I'll turn him inside out," Ratchet hissed as he gathered the scanners he needed to see how badly Red Alert's glitch had destabilized. "I have told him a hundred times—"

"Ratchet none of this behavior is normal," Prowl interrupted his tirade before it could get started. "Jazz _does_ cause episodes with both of us, I will not think to deny that, but he has never set off a violent episode. Normally his non-linear logic just…locks us up. According to Beachcomber, Jazz didn't say a word to Red Alert."

"Then we'll have to work off the assumption he was already starting to spiral and his glitch latched onto something different about Jazz and triggered a violent episode." Ratchet finished hooking up Red Alert to the scanners and studied the information now scrolling across the screen. He frowned as he looked at the data and reached for another datpad and started looking for more information on what he was seeing. He was by no means a glitch expert, everything he knew about Red Alert's glitch had come from long nights studying up on it but that still only gave him an overview. When his behavior deviated from normal he had to go back to the text files.

Prowl paced slowly back and forth next to Red Alert with frown on his face. "I told Jazz Red Alert was sedated, he sounded surprised…" he said into the silence that fell between them. "Ratchet, he sounded like he was half in recharge."

The medic glanced up the frown perpetually on his face deepening. "According what I'm reading and seeing, Red Alert's glitch is still stable and that means the only way a violent episode like this can be explained without destabilization is with a fear grounded in reality. The glitch seizes on a likely fear or threat and kicks in a fight or flight response. It was the same issue he was dealing with at the camp. Out in the open like that they were vulnerable to a secondary strike."

Prowl nodded and his frown matched Ratchet's as he stopped pacing and placed a hand between Red Alert's horns once more. "I've called Inferno down, he said Red Alert was mumbling something when they managed to stop him. Perhaps that will give us some idea of the trigger."

They didn't speak again until both Inferno and Jazz arrived. Jazz did look like he had just woken and Inferno stood a little apart from him waiting for Ratchet's infamous temper to get the best of him. "What happened?" Jazz asked, not moving past Prowl but getting close to Red Alert's berth.

Inferno coughed out a sound that sounded like a cross between a laugh and a curse. "You serious? He just chased you through the hall with a knife and you're gonna pretend like you have no idea what happened?"

Jazz twisted around and stared at the big mech for a full thirty seconds of silence before he said, "I haven't seen Red all morning. I had a meeting wit' my team and then I went to my berth." Prowl tilted his head to the side as he considered the mech next to him. Ratchet would never claim to be an expert on Jazz, but the mech seemed to be sincerely caught off guard by Inferno's statement. He'd also never been one for malicious pranks. Even when he set off the minor glitches and loops with Prowl and Red Alert there was spark deep contrition when he eventually slunk into the med bay to ask how they were recovering. That still didn't keep Ratchet from throwing things at him because—Primus curse him—glitches were fraggin' hard to treat.

"Beachcomber saw you speaking with Red Alert and a hall full of mechs saw you run past them seconds before Red Alert appeared with a knife," Prowl said sounding like he was considering that statement, not accusing Jazz of anything. Turning to Inferno he asked, "You said Red Alert was saying something, did you catch any of the words?"

Inferno nodded, giving Jazz a confused look. "Yeah, he said you weren't you."

"Exact words," Prowl prompted gently.

"Well, I said, "I don't know what he did but he didn't mean it," an' Red had this weird look on his face an' said, "That's not Jazz," and tried to get past us. He put the knife away before he moved though," The mech added. "Don't know if that means anything, but we were glad for it."

"It might," Ratchet said. "If he was reasoning well enough to know it would be wrong to harm you some part of him had to be active within the glitch."

Jazz shook his head once, features settling into a cold mask not many saw and even fewer survived seeing. "I haven't seen Red all morning." He looked at Inferno. "I don't know what you saw in the hall, but it _wasn't_ me." Inferno's expression began to morph from bewilderment to open concern.

"Ah know not all of us were glitchin'," the big mech said. "We saw a mech looked just like you. Firestar even said you were probably goin' to hide under Prowl's berth."

"Red Alert came in a few orns ago and said he thought he was seeing double of certain mechs," Ratchet said. "He was firm that he knew these things weren't real, he was afraid it was a sign of destabilization but everything was still reading as normal."

Prowl walked over to one of the medical workstations and logged into the security network. Scrolling through he found the raw feed of what he wanted and clicked around to find the time. "Here," he said softly and a crystal clear video of Red Alert talking to Jazz appeared on the screen. Even without sound Ratchet saw something was not right. Jazz fidgeted with his hands and shifted his weight back and forth and didn't speak at all. Jazz wasn't a mech to hold still for long but he didn't _fidget_. He canted his head listening to sounds and his optics moved around the room. There was calculation to his movements. He didn't shift back and forth or rub his hands together or twitch his head back and forth like he was afraid someone was sneaking up on him.

The most obvious un-Jazz behavior occurred when Red Alert said something and Jazz's head jerked back with total bewilderment on his face. The total overreaction was almost comical, but it was something more suited for Blaster. Red Alert froze for two whole seconds and then the knife was in his hand and he was slashing at Jazz's throat. Their skilled assassin didn't deflect or disarm or even dodge the strike. He fell back like a green recruit and tripped over his own feet landing on the floor. Red Alert tried to slash him again but Jazz scrambled gracelessly to his feet and took off down the hall. If Jazz's only defense for being surprised with a knife was to fall down and run he would've been dead a very long time ago.

"That," Jazz said in a voice colder than Kaonian winter, "is not me."

"I would have to agree," Prowl said. "Even surprised by a strike you have the skill to disarm him. Red Alert's strength in close combat is with his horns." Prowl's tone was flat and toneless, the surest sign of anger from him. "We have a security risk running loose on this ship and for whatever reason, it looks just like you."

 **oOo**

Pain. That was always the first thing that woke him when he didn't recharge calmly. Or willingly. Cooling blankets were wrapped around him keeping his temperature stable as his spark struggled to start panicking again. The residual sedative made his thoughts and dreams jumble together. This wasn't a feeling he liked. It reminded him too much of how he'd been after the ships had come, after the fires.

"Red Alert?" Prowl's soft voice gave him something to hold on to. It was the rope he used to pull himself out of the drug addled haze. Prowl's worried optics didn't loom over him but were off to the side and close to his level. "Red Alert," he said with relief. He didn't want to think of how bad the episode had been if Prowl was relieved. His throat was dry and his horns felt heavy even with him laid out on a berth. His body was exhausted and his mind was still struggling to fit words together.

A quiet rustle of feathers and Prowl left his side for a moment before he returned with a glass of water. "Can you sit up, Senchineru?" he murmured. Red Alert considered the incredible effort of lifting his head, shoulders, and torso and shook his head once. Prowl's arm slid under his neck and lifted him enough Red Alert could take a few sips of lukewarm water. The water helped cool his sore body more and the throbbing in his head lessoned a bit. "Are you cold?" Prowl asked, lowering his head again and setting the water off to the side. Red Alert shook his head again. It was starting to clear a bit more. He had no idea what Ratchet injected him with when the episodes were bad, but it didn't have the lingering side effects of what he'd dealt with at the camp. He was glad it cleared away quickly. It helped him feel a bit more in control and therefore calmer.

"Do you remember what happened, Senchineru?" Prowl murmured still gently stroking between his horns. The plates there were thick enough he couldn't feel much, but the warmth of his fingers seeped through and the slow rhythmic pressure was enough to keep his glitch from taking hold of his jumbled waking thoughts.

"I hurt," he said softly letting his optics drift closed. "Everywhere hurts." It was the only time he complained about his glitch. The soft susurration of Prowl's wings filled the quiet med bay and a heavy wing spread over his legs, not trapping, but comforting in a way only Prowl could do.

A gentle hand rough from weapons training stroked his fingers. "I know, Senchineru. I know." Because Prowl hurt too when he fell into a loop. He hurt for orns but, like Red Alert he refused to show it. He always walked out of the med bay as if nothing was remiss and Red Alert would do the same. No one could know how much it hurt to wake from the glitches because if any but them knew it wouldn't be long before the Decepticons knew as well.

Red Alert let Prowl comfort him for another breem before he turned his thoughts to what had caused the spiral of paranoia. He hadn't told Prowl about seeing double and that was perhaps a mistake on his part. Prowl's concrete logic could help him put up a barricade against the glitch that insisted there was an imposter—"There's an imposter," he said. He sat straight up, ignoring the pain in his neck and shoulders. "It's not Jazz, it's a thing, it's not Jazz," his ventilations started to increase and his abused spark began pulsing double time.

"Red Alert," Prowl said, pulling his head around with gentle hands but a firm touch. "Senchineru, we know," he soothed. "We saw the interaction on the security feed. We are scouring the ship right now for the intruder."

"I've been seeing it, haven't I?" he said trying to let Prowl's words soothe him. "I saw two Cliffjumpers, I've seen doubles of Mirage for two septorns. _I've seen it_ and it doesn't always look like Jazz." It looked like others, it could look like anyone on board.

It could look like Prowl.

Red Alert pressed his hands against his head trying to quiet the roar, but it was already so loud. Terror pumped through his lines like acid. He didn't know if this was really Prowl, he couldn't trust anything. But he always trusted Prowl. But he'd met something this morning that was not Jazz but looked just like him. He couldn't trust anything. He had to get off the ship. He just had to verify that Prowl was Prowl and then he would know. He knew a few words of Praxian. The thing that wasn't Jazz hadn't known Polyhexian. But it could learn. It would know now that he was using language as a test. The ship wasn't safe. Nothing was safe anymore. He had to get off the ship, he had to run, he had to _run_.

"Red Alert," Prowl's voice was soothing and quiet. His voice print matched the one on Red Alert's file. But he didn't _know_ if this was Prowl. What if Ratchet injected him again, the imposter could kill him without anyone knowing. He had to _run_.

Panic seized him and he leapt off the medical berth. His heavy body hit Prowl's slighter frame knocking him off balance. The Praxian's surprise wouldn't last more than a second. Red Alert didn't try to fight. Bolting out the door he ran blindly down the hall. He had to get away, he had to run. Nothing was safe, he wasn't safe. He could go to his quarters and lock the door. But if that thing that wasn't Jazz had Jazz's codes he could break into his room. He had to run, he had to get away. Voices called his name, voices he thought might be safe, but they might not be safe and he couldn't risk it. He had to get away.

Skidding around a corner he collided with a heavy body and they both went to the floor. He didn't stop, didn't look. He had to get away. Had to get away before something grabbed him, before something trapped him. Prowl would keep him safe, Prowl always kept him safe. But it might not be Prowl behind him. It could be something else, something that would kill him.

The hall led to another and his optics snagged on a bright red sign. Emergency ejection pods. He had to get off the ship. He had to get somewhere safe. The ship wasn't safe. He had to run. His security override opened one pod in seconds. The lid sealed shut and the holographic map lit up waiting for an input destination. This was a bad idea. He had to get away. Nothing was safe, nowhere was safe. He had to get away from the thing that wasn't Jazz, the thing that might not be Prowl. He hit the emergency command that would take him to the closest planet.

Prowl appeared outside of the pod, open panic on his face as he yelled Red Alert's name. He shouldn't leave the ship. He had to leave the ship. He didn't know if that was Prowl. Prowl wasn't afraid of anything. He wouldn't be afraid now, that wasn't Prowl. He had to _hide_. He had to run. Decompression was a catastrophic sound in the pod and suddenly Prowl's frightened face was replaced by dark blank space. He had to hide. The pod vibrated as the small engine engaged and propelled him to a planet thick with green and little blue. A good place to hide. A safe place to hide.

 **oOo**

 **A/N:** Uh-oh! This chapter reminded me of John Carpenter's _The Thing_ after I read through it again. Thank you for R/R/F/F!


	9. Chapter 9

Jazz ran down to the med bay after getting Prowl's _frantic_ message. Even under fire with their defensive line failing Jazz had never heard anything like fear in the Praxian's voice. But Red Alert was his closest friend and that friend was currently locked in a paranoia spiral the likes of which none of them had seen before.

"Jazz," Prime said as he came to a sliding stop just inside the med bay. Ratchet had Prowl backed up against the wall and didn't look away from the Praxian as he talked to him in a low soothing voice. Prowl's wingtips trembled and his optics were a shade too pale. Ratchet's hands gripped his upper arms not quite pinning him to the wall, but clearly working to keep him still. Jazz had no idea who the quick thinking mech or femme was that had gotten their SIC back to the med bay before he could take off after Red Alert but they deserved a septorn vacation.

The situation was dicey and volatile with just Red Alert off ship. They still hadn't dug out the rat pretending to be Jazz and the news of Red Alert's exit had already spread through the ship. If the imposter made it to a communications terminal and got a message to Megatron things were going to dive straight to the Pit in a spark pulse. Had Prowl torn off after Red Alert like Jazz knew he wanted to do the _Ark_ and the Autobots would have been smelted six different ways. "Prime," Jazz said. "I'll get him back. I'm takin' Hound with me. Already told the mech to meet me in the hangar." But he hadn't been able to leave without making sure Prowl was okay.

The Prime nodded as he watched their usually fiery and sweary CMO calmly try to talk logic and sense into their normally stoic SIC. "Ratchet might have to sedate Prowl for a joor," he said softly. "Searchlight acted fast enough to lock him out of the ejection pods, but it took Sky Lynx and Skyfire both to get him back here to Ratchet. Sense and logic have deserted him."

"Red's his best friend," Jazz said softly. And from the wonderful little bits he'd learned about Red Alert he knew that there was deep affection between the two even if they didn't show it in conventional ways. Their security director and SIC weren't the kinds of mechs that would ever do anything 'normal' which is what made Prowl's behavior even more jarring. This kneejerk reaction to immediately go after Red Alert was something Jazz would do with Blaster. There was no thought, no planning. His friend was hurt and he wanted to get him back, to make him safe.

Leaving the Prime's side he came up next to Ratchet and reached out to take one of Prowl's hands, careful of the Praxian's sharp claws. "Prowler," Jazz said softly. Optics a shade too pale looked in his direction but didn't seem to fully register him. "I'll get him back, Prowl. I won't let anything happen to Red. A'ight?"

"He's scared," Prowl said, still not in the moment but stuck somewhere in his mind.

"I know," Jazz said. "And I'll bring him back so you can calm him down, but I can't do that if I'm worried about you shootin' off after me. You gotta think, Prowler," he pleaded softly. "You can't go off after him. We've got a problem still creepin' around here somewhere and it cannot get a message to Megatron. You gotta find that and I'll find Red." Jazz had a moment to appreciate how often Prowl had given him similar talks when missions went to Pit and he wanted to charge in and haul his mechs out all on his own. It was hard. Harder because he knew the clawing need inside the other mech to find his friend and bring him back. "I won't let anything hurt him," Jazz said, abandoning talking logic. "I promise, I'll bring him back. Go with Ratchet so I can go get him."

Prowl's optics focused more on him, still not the placid sapphire Jazz was used to seeing but with more awareness. "I want—"

Jazz shook his head decisively. "No, Prowl. You can't come with me." It felt like a piece of his spark died to say those harsh words but he kept going. "We cannot have our security director and SIC roaming some unnamed planet with no clear idea of where the Decepticons are or what they're planning. You have to stay here." Because if the Decepticons were lying in wait, Red Alert could be replaced. It was a cold jagged truth. They could find someone else to do security, but Prowl was the only mech in the army who could match Starscream and the Decepticons knew it.

Looking into Prowl's too pale optics overrun with fear and helpless frustration he'd never expected to see on the Praxian's face Jazz thought he might be wrong. They could find another security director, but they would never find another Red Alert. Prowl might not ever find someone he could laugh with without worrying if a stay joke would send him into a loop. He might never find a friend that he could sit quietly and read with deep into the night. No matter if their SIC lived, if Red Alert died, he'd be taking a piece of Prowl with him. Jazz gave his hand a gentle squeeze. "I will bring him back," he said not breaking that unblinking stare. Prowl's hand trembled in his grip, but his rigid wings slumped, the tips brushing the floor.

Reaching out with his other hand he ran gentle fingers down the outer arch of Prowl's wing. The Praxian nodded once and while Ratchet didn't let go of him he shifted his grip so he wasn't holding Prowl against the wall. "Come with me, Prowl," Ratchet said softly.

"I don't want a sedative," Prowl said, his voice no longer trembling and a glimmer of that razor sharp intelligence rising through the fear.

"I won't give you one," Ratchet said. "But you haven't recharged in two orns and with your energy levels as low as they are you haven't eaten. You need to take care of yourself before you can worry about anyone else." Turning a much more normal glare on Jazz he said, "Scoot. This glitch isn't going to keel over from starvation and recharge deprivation."

Squeezing Prowl's hand once more Jazz let go and left the Praxian to deal with their CMO. "Searchlight forwarded the coordinates?" the Prime asked as Ratchet half-led and half-pulled their SIC from the med bay. Jazz nodded once. "Blaster is scanning all transmissions and has restricted incoming and outgoing, but he can't keep it up indefinitely," the Prime said softly.

"I'm goin' to the hangar now, Hound should be waitin'." He considered for a moment asking Ratchet to come but discarded it. Not even the medic knew how deep in the glitch Red Alert was and accidentally surrounding their well-trained security director could likely get one of them killed. At least with two mechs they couldn't eliminate all of his escape routes. Which might make him harder to catch, but it lessened the chance of one of them being skewered.

 **oOo**

The trees were unfamiliar. His home had, had thick trunked trees with broad leaves bigger than his hand. These trees were slender and delicate with tendril-like fronds that moved with the breeze. Sometimes the wind kicked up enough the tendrils snapped like whips. He didn't like the noise, it made him jump every time it happened. It was too loud, too sudden, too unexpected.

Still, the air smelled like grass and dirt and water and all the things he'd missed so terribly some orns it felt like his spark would crack. The underbrush wasn't as dense as it was at home and he moved through it with practiced ease. The leaf litter was soft from a recent rain shower and didn't crackle under his feet. He made so little sound the birds continued their song despite his unfamiliar frame in their territory.

The deeper into the trees he moved the less room there was for the tendrils to snap and crack in the wind. Rotting logs littered the ground where old trees had been toppled by the force of wind. Hopping over them or dodging around them he jogged deeper and deeper into the trees until exhaustion and pain began to slow his steps. His body hurt. There wasn't one cable or gear that didn't feel like it was overtightened and his head felt like it was caught in a vice. He needed to lie down, his horns too heavy for him to keep his head up. He pushed himself to keep moving because it wasn't safe. He couldn't recharge out in the open. No, that wasn't safe at all. He needed to find a burrow. Somewhere dark and warm where he would be safe.

The ground began a gentle slope up and enough space opened up between the trees that long waving grasses stretched up toward the cloudy sky. Red Alert looked around, his head and horns feeling three times as heavy as they were supposed to. Most of the trees were the slender type he'd been passing since he'd clawed his way out of the pod, but there were a few older trees with sturdy trunks. Whispering through the grass he made his way to one of the big trees that had a spider web of roots pushing up from the ground. Dropping to his knees he dug his blunt claws into the soft grasses and tore them loose.

He didn't need a deep burrow, just somewhere warm and safe. Flinging dirt and rock out of the way he tore through the smaller roots and scraped across the larger ones. Above the sky rumbled with thunder and the wind smelled more of water. He dug deeper and built up a small mound of dirt at the mouth of the burrow that would protect him from rain and make the burrow harder to spot if anyone was passing through. Body too hot and head too heavy he patted the mound to make it sturdy and stable and then crawled into the warm dark of his burrow and finally let himself fall into recharge curled within the tree's thick roots. Overhead, black clouds boiled across the sky and wind whipped through the delicate trees' fronds making the snap and crack like the thunder above.

 **oOo**

Hound wasn't in a talking mood and that was fine because Jazz wasn't either. The old scout stuck to the back of the small transport—Jazz thought—broodily. Again, he didn't really care, his thoughts were too tangled to manage any kind of conversation that didn't involve eviscerating Megatron and feeding his spark to Starscream.

He thought Red Alert might find that energon-thirsty thought amusing. The mech liked history and no matter how far down to the Pit this war had spiraled, their ancestors were a whole other level of depraved. He wouldn't be surprised if Red Alert could recall a time someone had actually fed another mech a spark. Jazz had never been interested in history, but given what Red Alert had shared with him he was beginning to think that was a mistake. Red Alert's optics always lit up a little more when he started talking about history, that starburst of gold more apparent when he was excited.

Muttering a curse as the ship started down through the heavy cloud cover over where Red Alert had landed. Lightning arced around the hull and thunder shook the light transport. It wasn't the first storm Jazz had navigated though and he wasn't being pursued this time so he didn't have to put much thought into keeping the ship in one piece.

The clouds cleared and rain like it was being poured from a bucket doused the ship. Cursing louder Jazz zeroed in on the landing coordinates. Heavy as the rain was Hound wouldn't be able to scent track Red Alert. They'd be doing a visual track and that was only if the rain hadn't washed out the trail. He refused to let his mind go down that possibility. If they couldn't find a visual trail Jazz didn't even know where to begin looking.

He expected Hound to come up and get a better look at the storm. It wouldn't improve his mood because his mind would be on the same track as Jazz's, but the mech couldn't resist seeing Nature at its most furious. It was a compulsion all the scouts seemed to share, much to Ratchet's displeasure. A smile kicked up the corner of Jazz's mouth as he maneuvered the ship into what looked like flat ground as the wind buffeted the ship. The last time Bumblebee had been out in a storm he'd been hit with lightning and Ratchet had laid into, not only the young scout, but Jazz, Prowl, _and_ the Prime about their "Pit-glitched lack of self-preservation" and threatened to upload a new program into all of them that would force them into hiding like "sane mechs."

The ship touched down and he started powering down the engines as the ship continued to shudder and shift under the onslaught of the wind. He looked out the window at the lightning spreading across the sky like a spider web and the thunder cracking so loud it sounded like the sky was splitting. "Red," he said softly. He couldn't imagine how scared he must be. The noise, the light, the unfamiliarity of it all had to have him near petrified. "A'ight Hound, we can at least check the—" A proximity warning went off coming from the sensors in his back breaking his train of thought.

Searing pain in his shoulder sent him stumbling forward even as he spun in a jerky circle bringing up his own weapon. The plasma blast burned like a sun but it wasn't the first hit he'd ever taken. Hound fired again and hit him in the abdere as he rolled out of the way. Pain, fiery pain pulsed through him but he squeezed the trigger on his own weapon and hit Hound in the knee. The screech of pain was too high for Hound. "Glitching spark of smelter," Jazz cursed. He rolled to his feet and staggered the wound in his abdere bleeding freely and limiting his range of motion.

The mech that wasn't Hound fired wildly and a ricochet scorched Jazz's back with another fiery line of pain. "You can't have him," the mech screamed. "He's _mine_!" The illusion of Hound began to collapse as armor plates began rearranging. The dark green paint shimmered and was replaced with dull silver similar to Jazz's. The mask hiding the mech's true face retracted and bright, unfocused, wild optics stared at Jazz. "He's _mine_! _I'm_ Megatron's favorite, not you or them."

Jazz had looked into optics wild with pain, with fury, with spark crushing sadness, but this was the first time he saw the cold spiral of insanity. It stalled his intakes. Even at Red Alert's worst, at Prowl's worst, there was always something about them that spoke of who they were. There was a sense that their being out of control was a momentarily lapse, that they would be back soon. There was nothing in the near white optics he was looking at now. Intense yet not seemingly able to focus on anything the mech's exoform prickling stare was locked on Jazz, unblinking.

"What the Pit," Jazz breathed. He hesitated.

"Mudsucker," the mech hissed and fired.

He tried to dodge. The shot slammed into his jaw sending a wave of fire across his face and processor. His head snapped back and his body fell heavily to the floor. Emergency reboot drug him under as his gun slipped from his fingers.

 **oOo**

The mudsucker was down and not moving. He giggled. Things were working now. They hadn't worked on the ship, but they were working now. He needed to call Megatron. His original plan of presenting the Decepticon lord with Red Alert's head would be too hard now. The green scout he'd shoved in a closet would be waking up soon. Then the Autobots would know.

But Megatron would enjoy tearing the spy apart. Megatron could have the spy. He would ask if he could keep Red Alert. He still wanted to hear him scream.

Dragging himself forward, his leg nothing but fiery pain from where the _stupid_ Polyhexian had shot him. Using his good leg he kicked the Polyhexian hard enough to slide him over to the bulkhead. "Mudsucker," he hissed again. Filthy, _stupid_ , creature. Pulling himself up into the pilot chair he booted up the communications.

It took a moment, his transmission code a little dated since he'd left Shockwave, but after a breem Soundwave's masked face was on the screen. "I don't want to talk to you," he said. He wanted to see Megatron. Soundwave wasn't smart enough to understand the wonderful thing he'd done. The mech the same bruised color as the shadows in Shockwave's lab didn't respond or move. He could have been a still set in place of a living mech. "Where is Megatron you dull scrapheap," he snapped.

The mech was still a second longer and then silent as Death, backed away from the screen until he was simply another shadow in the background. Crimson optics like the spark of fire appeared on the screen.

It was everything he'd thought it would be. He looked so _powerful_. Shockwave would never do anything to cross Megatron. Once Megatron heard what he'd done he'd be safe forever. Nothing would ever hurt him. Shockwave would have to find someone else to take into his lab.

"And who are you to demand my presence," the growl was the same frequency as the thunder outside. Crimson optics turned a deeper red with anger.

"I got him," he said proudly. "I found the mudsucker that took Shockwave's plans." He turned to glare at the Polyhexian and wished he hadn't kicked him so far. He'd like to kick him some more, stomp on his leg struts until they cracked and shattered. Turning back to the screen he smiled. "And Red Alert, the one who ruins everything. He's the one who started the screaming," he said as the wind shrieked around the ship echoing the high pitched screams in his head. His attention started to drift. "But he'll be the last one to scream. I'll make sure he screams last." He'd make him scream and scream and scream. Then he wouldn't hear any other screams. It would only be Red Alert's voice broken and begging for the pain to stop. But it wouldn't stop. He'd make the mech scream even after his voice broke.

"What are you babbling about," Megatron snapped jerking his attention back to the screen. He blinked because that wasn't right. Megatron wasn't supposed to be angry with him. He was supposed to be happy. He was supposed to be telling Soundwave how useless he was, he should be telling Starscream how stupid and uncreative he is.

He blinked again and then smiled. Of course. Megatron was so used to Starscream and Soundwave not doing anything right he couldn't believe that he had actually done it. "The Polyhexian," he repeated. "He's over there on the floor. I would get him but the filthy thing shot me in the knee. And, somewhere on this planet is Red Alert." He beamed. "I dragged him off the ship, but he ran away and this stupid mudsucker shot me and now I can't chase him." He looked out at the rain and wind lashing the ship as if it was trying to turn the thing on its side. "The winged one, the Praxian, almost came too, but that weird hybrid stopped him. I'd like to shoot both of them," he said, focus beginning to drift once more.

When he looked back at the screen to see Megatron's happy face he was met instead with a scrambled signal.

 _Transmission Interference._

 _Transmission Terminated_

He glowered up at the roof of the ship where high in orbit the Autobots had ruined his wonderful moment with Megatron. But no matter. Megatron knew now what a good thing he had done. The warlord would be on his way now to congratulate him.

 **oOo**

Megatron looked at Starscream who was still considering the screen with his optics narrowed. "The _Ark_ has to be close," he said after a moment. "That's only if the glitch was telling the truth and not hallucinating. The Autobots will bring the entirety of their force down on us if we approach." He waved a hand. "Even if the Polyhexian and Gygaxian are off ship he didn't specify _why_ they were off ship. For all we know they're coordinating drills or mock terrestrial battles."

Megatron growled and paced slowly as he considered this odd boon the universe thought to bestow on him. The glitchy security director and the slippery spy that had caused more damage to the Decepticons than any open field battle were currently on a planet. But with possible reinforcements within easy reach—and he didn't doubt Optimus would be sending said reinforcements once the spy didn't check in—he grudgingly had to agree with Starscream. The somewhat nonsensical information hadn't told them anything about what they would be walking into. "We're too far out," he muttered, the perpetual growl in his voice deepening. " _If_ we made it before the _Ark_ left the area it would be a battle for nothing, the two will have already returned to the ship." He turned back and caught Starscream's optic.

Starscream's lip quirked in a way that Megatron had come to despise more than anything else the seeker did. "Ah, but we needn't go, do we my lord," he purred in a voice like razors stroking over his Megatron's throat. "Soundwave," he asked, not looking away from Megatron, "how many of those predacon pods do we currently have onboard?" The genetically engineered predacons were Shockwave's newest success. The rabid beasts were suspended in stasis until needed and as such could be deployed at any time and arrive at the coordinates in half the time as the massive _Nemesis_.

"Twelve," Soundwave answered, his voice flat and toneless with an underscore of metallic echo.

Megatron returned Starscream's smile. One orn he was going to carve out the traitorous seeker's spark while his trine watched and screamed. But not this orn. This orn, the seeker had proven he was still useful. "Soundwave, release the predacons."

 **oOo**

 **A/N:** Ohhhhhh Myyyyy!

This is, what, the second time I've written Megatron and the first I've written Starscream? I like their little cameo. And life is about to get really hard for Jazzy and Red Alert.

Thank you for R/R/F/F!


	10. Chapter 10

Systems struggled to reboot as lightning flashes of pain arced through his neural net. Habit from a hundred other such painful awakenings kept his mouth firmly shut. Disjointed memories tumbled through his head but he couldn't tell yet which ones were the recent cause of his pain and which had been dredged up by the fiery pain coursing through his head.

The flashes of pain began to settle into an unending throb throughout his entire body as one by one necessary systems flickered to life. He could hear a voice but the words were unclear. He kept his optics closed. His audios were saying the voice was coming from somewhere to his back right, but they were still calibrating. Crashing _booms_ caused havoc with his sensitive audios and his equilibrium was so fragged he felt like he was moving, rocking back and forth. His internal comm. was trashed and when his sluggish processor finally began sorting through the tangle of memories he held back a curse.

He could feel energon pooled under him, cold where it wasn't on his frame, and isolated where the worst of the pain was coming from. He had a hole in his abdere, shoulder, and a bad burn across his back as well as the mess that was his head. And the shapeshifter, Jazz had gotten a shot off before he'd fragged up and _hesitated_. He'd tear a new recruit to pieces for something like that. There were no second chances in XOps, hesitation was a death sentence. He couldn't remember where he'd hit the mech. It wasn't his best shot if the mech was talking. Cursing himself seven ways to the Pit for acting like a green recruit he forced patience into his mind. He had as many systems offline as he did on and flailing around on the floor while he tried to get his legs to work was guaranteed to get him a one way ticket to the Unmaker. The storm was still buffeting the ship, the rocking motion he thought the product of fried sensors was the wind trying to roll the ship.

Redirecting his self-repair to his audios he kept his intakes shallow and quiet. If the glitched mech thought he was dead it would be to his advantage. He didn't assume anything though. Assuming, even a worst case scenario, led to expectations and if he acted on those expectations instead of the reality of the situation that was another trip to see the Unmaker.

With all of his self-repair focused on his audios it was only a breem before they finished calibrating and he had a muffled, but accurate, way to orient himself. The voice wasn't coming from behind him that was a quiet echo, most likely from the bulkhead. The mech was at the front of the ship. Somewhere near the console. A soft creak he identified as a chair. The mech was sitting but which way he was facing was impossible to tell. Jazz smelled burned circuits, but he couldn't tell if that was him or something in the ship. There had been a few wild shots, the console might've taken a hit.

Slowly, laboriously, his systems began inching up as close as they could get to waking parameters when Primus only knew how much of his energon was on the floor under him. His chronometer came online indicating it had been offline for almost a whole orn. He hadn't done a check-in when they landed. Prowl was already edgy and, Primus help him, he had no idea where Hound was or if he was even alive. If they found the scout they would know Jazz was with the imposter. But for the first time in centicycles Jazz had no idea what Prowl would do. His best friend was caught in a paranoid spiral and he hadn't heard from Jazz and he thought he still had an imposter loose on the ship.

The whole orn was an absolute frag up.

 **oOo**

Prowl paced on the bridge like a caged animal searching for something to pounce on. Blaster hadn't been able to reach the shuttle through the massive storm churning the planet's atmosphere. Of course Red Alert would choose a planet to run to with heavy electromagnetic interference. He almost rolled his optics at that thought, but he was caught between the desire to shake Red Alert for _running_ or hugging him tight and finding a way to keep his Senchineru from any kind of harm ever again.

The security team was going through the ship one mech at a time trying to find the shapeshifter but so far nothing had turned up. All those that had been verified using details not in their records were confined to quarters until the imposter was ferreted out. All function on the ship was at a standstill. Everyone was tense and on alert, it was only a matter of time before the frontliners became ready and willing to beat something to scrap. And the more mechs they verified the tighter Prowl's spark wound. He had no idea how they would begin searching for hiding places. They couldn't keep mechs confined to quarters indefinitely. The ship still had to run, they had colonies to stop by and the Decepticons could come out of space at any time and they would have to engage.

A warm hand came down on his shoulder startling him from the circle of thoughts that were beginning to resemble a loop. "Prowl, Jazz and Hound will find him," Optimus' warm voice held the utmost faith in their TIC and senior scout. Prowl nodded. He didn't doubt Hound or Jazz, but this whole situation could have been avoided if he'd acted a little faster. What was it Jazz was always saying about his job? Never assume. He had assumed his presence would calm Red Alert and had been taken completely off guard when Red Alert bolted. Had he been prepared for any outcome, he would have reacted faster, gotten ahold of him. "Prowl," Optimus said in a sterner voice startling him away from yet another loop. Softer he said, "Go to med bay, Prowl. I'll update you when Jazz checks in."

He thought about arguing. But he wasn't doing anything stalking the bridge. He thought about going to his quarters or his office, but he'd almost slipped into two loops in as many breems. He couldn't trust himself to not get trapped in his own head without someone to break him out of it. "Yes, Prime," he said, dipping his head once formally. Ratchet would keep him from a loop if only to save himself trouble.

 **oOo**

Red Alert recharged in his burrow mostly unaware of the storm raging outside. A few times the crash of thunder pulled him from dreams to dim wakefulness but the sky's tantrum wasn't a threat to him. His burrow was safe and warm and dry. The rain and thunder could do as they pleased.

Curling up into a tighter ball he sank back into dreams of a quieter burrow in a small city. His dreams didn't torment him with smoke and fire, but lulled him with ordinary orns of going to work, talking to neighbors, his frequent trips to the library. He was safe in his dreams, of those times before the landing lights lit up the sky and before the Decepticons came and burned it all down around him.

 **oOo**

Jazz was still bleeding which put a time limit on his patience. If he waited too long he wouldn't have the strength to bring down an opponent who sounded otherwise healthy if not for the broken mind. But the mech wasn't moving around much. The chair creaked every now and then as if he was spinning in half circles like Jazz did when he was thinking. But he hadn't made a sound like he was getting up, hadn't paced, as far as Jazz could tell he hadn't even stood up to stretch.

Thunder boomed loud enough to shudder through the ship and the mech cursed the storm and the Autobots and—Jazz assumed—him when he started on a rant about primitive creatures with blasters. The ship hummed quietly as a system was brought online and Jazz stilled even more. If the mech tried to leave the planet he would have to make his move.

The engines didn't come online though, but a crackle and static buzz told him the comms. were still working. Good and bad. He _really_ didn't need Megatron on his aft right now, but at least once he brought the mech down he could call for backup from the _Ark_.

"Megatron?" the mech asked, a note of whining in his voice that ground down Jazz's already short patience for some reason. "Stupid Autobot tech," the mech muttered. "Megatron? You're on your way, right?" The comms. buzzed with static and Jazz didn't even hear a signal ping, but the mech continued talking. "I've done more than Starscream _and_ Soundwave. I'm the very best. Shockwave was going to waste me, turn me into an experiment, but look at what I've done! I've done everything! I could even kill Optimus Prime himself!" The comms. clicked off and the ship powered down once more when thunder rocked them. "I could," the mech said as that quiet creak started up again. "I could kill Optimus Prime. And then I would be better even than Megatron. Then no one, _no one_ could get me. No one, no one, no one…I could kill the Prime. Yes…I could. I don't need Megatron. I can kill the Prime."

A new sound, a loud creak, and then, at last, a footstep. Jazz readied his body as much as he could. The mech would only be surprised for a second after Jazz moved and if Jazz didn't get a knife in his neck in that second this whole fragged orn was going to freefall straight to the Pit. The mech's gait was awkward, one foot moving normally, but the other was dragging. Some his audio circuitry was fried, but enough of it was operating he could zero in on which side the wounded leg was on. He remembered now he'd gotten the mech in the knee. Not a debilitating injury, but it hurt like the Pit. Pain was as good as a distraction as surprise.

The mech paused after a couple steps breathing harder and made a small sound of pain. A good chance he wasn't a mech accustomed to battlefield injuries. Every frontliner on the ship could pretty well walk off a joint injury, they were as common as air in firefights. Mechs like Blaster and Cosmos who were rarely on the frontlines in active combat didn't do as well with them because they still _hurt_ and pushing through the hurt was an adaptation. The mech started walking again after a few seconds. "Stupid—" a step and drag "—slimy—" another step and drag closer to him "—mud-sucking—" a step almost within reach "— _Poly!_ " The mech was almost right next to him and Jazz lunged.

He opened his optics as he was moving and saw only blurs and smudges of color. But the mech was too close to miss. Jazz's sharp claws dug into the injured joint and the mech collapsed with a high scream of pain. Clamping a hand around the mech's neck he cut off the sound with a hard squeeze. The mech wasn't a skilled fighter, giving in to panic as soon as Jazz's hand was around his throat. Panic made him stronger though and Jazz dug into his reserves to keep him pinned. The energon loss sapped his strength and energy. Squeezing harder he reached with his free hand to a side compartment and pulled out a knife.

The mech landed a flailing punch to the injured side of Jazz's head and the world turned into a tumble of movement, color, and sound. But he'd been injured before, he kept his hand clamped on the mech's neck. Jamming his knife into the mech's chest he felt the blade skitter off a strut instead of sinking into delicate internals. Trying to get his optics to work he pulled the knife out. A hard knee to his abdere finally loosened his hold. The still bleeding wound sent starbursts of agony across his vision and his audios cut out for a brief second as he mind started to spiral back into emergency reboot. Snarling he slashed with the knife and felt the tip carve a line through armor but not through exoform. His vision came back as a blurry mess of colors. One of the colors was scrambling away from him leaving a glowing trail of energon and screaming.

He stood with one leg but the other failed him and another wave of nausea and darkness washed through him. It felt like someone was trying to pull his internals out through the hole in his abdere. The mech lunged to his feet and opened the door letting in a howl of wind and rain and crashing thunder. Jazz threw his knife and the mech screamed again as he tumbled out of the ship. Jazz fell to his side once more breathing hard. There was a medical kit in the back of the ship. It wouldn't have enough to patch the worst of the damage but he might be able to fix himself up enough to follow the mech. The storm wouldn't last forever and now the mech was outside with Red Alert.

 **oOo**

Red Alert blearily opened his optics one at a time. His processor felt like it was on fire and his body was warm like he'd been overheating. His joints ached and he felt like he'd taken a beating from the Unmaker himself. He didn't want to know what had triggered the fit. He hadn't felt like this since the refugee camp. Ratchet was going to be in a fine mood if he'd regressed to one of those violent episodes. Lifting one hand he rubbed an optic tried to sit up before he knocked his horns on the ceiling.

A startled snort blew a fog of hot air out of him. Breathing deep he was overwhelmed by the familiar smell of dirt and water, not the acidic antiseptic smell he'd been expecting. Blinking more awake he realized he wasn't laid out in the med bay, he was in a small burrow nestled among roots. Curling his fingers into the dirt he lifted his head again until his horns touched the low ceiling. This wasn't a hallucination. The dirt under him and above him was very real. Looking over his shoulder he saw a sky almost black with storm clouds and lightning spreading spider webs along their bellies before thunder shook the air. Trees unlike any he'd seen before with long tendrils whipped and flailed in the onslaught of wind and rain.

"Red Alert," he breathed staring at the unfamiliar landscape. "What have you done?"

 **oOo**

Optimus looked into the med bay but didn't walk in. No one walked into the med bay without gauging Ratchet's mood first. But while others might flee when Ratchet was in a throwing mood, Optimus had a small bit of immunity since he was after all the Prime.

Ratchet was reading a datpad, his face set in its usual scowl and he didn't swear when he certainly knew the Prime was hovering in the doorway. Deciding it was safe for now, Optimus walked in. "Prowl?" he inquired softly.

Ratchet put the datpad down and rubbed his optics. "I gave him a mild sedative. He's on the brink of a serious loop. I'm hoping by the time it wears off Jazz will have Red Alert back." Optimus nodded and hoped for the same.

"Keep an optic on him," Optimus said. He kept his voice low so he wouldn't inadvertently draw Prowl into waking early. Ratchet's sharp optics narrowed. "We've verified all ship personnel. The imposter has not been found. Security believes he's gone into hiding." And the monumental task of finding the imposter was now underway. "If Red Alert is out of reach, he may yet try for Prowl."

"Or a Prime," Ratchet retorted the same way Ironhide had. Until the imposter was found Optimus was in the unwanted and uncomfortable position of not being able to trust his crew. He didn't know how Megatron could live in such an environment. Ironhide, Prowl, Jazz, all the officers, they challenged him when they thought it was necessary, but he'd never had the thought that one of them might try to put a knife in his back. This was a lonely and alienating position and he wanted the imposter found for many reasons and one of them was so he could return to speaking to his crew as friends.

"Yes," Optimus said softly, meeting the medic's optics. "Or a Prime."

 **oOo**

Jazz leaned against the bulkhead breathing hard with the med kit next to him. Water was pooling on the floor in front of the open door but he didn't have the strength to get up and close it. His energon loss was reaching critical levels. Snapping the clasps open he pulled out a packet of energon concentrate and used his teeth to tear it open. It was the consistency of gel and tasted like chalk and rust, but he forced the whole packet down. Dropping the wrapper to the side he leaned his head back and closed his optics. It would be a half joor or more before the concentrate hit all of his systems. Then he'd be able to function enough to get up and close the fragging door.

 **oOo**

The filthy creature! It should have been dead. He'd watched in bleed for almost a half joor and still the unholy thing had _attacked_ him. The wind drove rain into his face and it was impossible to see more than a handspan in front of his face as he stumbled and fell across the gently rolling terrain. His intakes rattled where the slimy primitive Primus _cursed_ Poly had stabbed him. It felt like he was breathing fire every time he dragged in a breath. His frame was hot even with the cold rain soaking him. He had to stop, but he had to get away from the ship. The Poly wasn't chasing him, yet.

Megatron had made a mistake attacking Praxus. Praxus never did anything to anyone. He should've firebombed the entirety of Polyhex and wipe those miserable creatures out of existence. Megatron was a fool. He didn't need Megatron. He would be better than Megatron. When he was leader of the Decepticons he'd make certain all the Polyhexians were exterminated. Even half breeds. He wouldn't leave any trace of Polyhexians alive. The stupid miserable creatures would be put down like the diseased animals they were.

But first, he had to kill Megatron.

 **oOo**

Jazz jerked awake and was rewarded with a wash of pain so intense it almost kicked him into emergency reboot. Overriding the command he groaned brought his head forward with more care. His vision was still fragged but his other systems were functioning better. That wouldn't last long if he didn't start plugging the holes.

Dragging the med kit onto his lap he felt around for the surgical supplies. His optics were still useless for anything but general shapes and colors. But he should be able to stop the bleeding in his abdere. Once that was fixed maybe it wouldn't feel like he was inhaling fire.

 **oOo**

Red Alert checked his chronometer and tried to find his last memory of the _Ark_. Prowl had to be panicking. Ratchet was going to be _very_ unhappy. He'd probably hit him with a wrench on principle. His episodes always left him with blurry memories that were sometimes hard to distinguish from dreams. Still curled in his burrow he stared out into the stormy orn and tried to remember. He knew he hadn't been at a library and most of his neighbors had died in the attack so he hadn't been speaking to them. But the fuzzy line between going to work at his security firm as a civilian and going to his shift as an officer was harder to distinguish. It was too easy for his mind to switch the faces of mechs he once known with the mechs he knew now.

His head started to throb again and he lay back down curling up even tighter as rain and wind whistled past the entrance. The timeframe wasn't important now. What he had to do now was remember how he'd gotten here. Prowl was looking for him, he knew the Praxian wouldn't recharge until Red Alert was found. And he still had some new base security protocols to review. And…an imposter.

His optics snapped open. Yes, there was an imposter on the ship. Prowl was in danger and he wasn't there to help protect him. He'd run from the danger instead of staying to keep Prowl safe. He got up and lifted a hand to crawl out of the burrow, but he still couldn't remember how he'd gotten to this place. He could leave and then…what? If he started wandering aimlessly he'd make himself even more lost and Prowl _was_ looking for him. Imposter or not, not even the glitch could make him doubt that. Leaving the burrow without a clear idea of which direction to go in would complicate the search. Prowl knew him and Jazz was most likely with him. Between the two they would have a search pattern set up.

Retreating to the back wall of his burrow he pulled his knees up to his chest and tried to remember.

 **oOo**

Blaster hunched over the communications console, his optics burning diamond white. Steeljaw and Eject both sat on the console with their optics also glowing instead of scampering around under his feet like they usually did when on duty. Optimus stood a comfortable distance from the younger mech and watched for signs of stress or returning awareness. If Soundwave was trying to get into the system the security team would have to be notified at once. Red Alert was usually the first to know about an intrusion since he had hidden "traps" throughout the systems that changed frequently. Searchlight was had gotten somewhat into the system but his processor was used to processor as much live data as Red Alert did. Something might have slipped past him.

Steeljaw blinked twice and lifted his head a fraction but his optics continued to shine white. It was something though. In a breem or two the young mech would be back with them. Eject stretched his wings and fluffed his feathers as his optics flickered back to their usual gold. Optimus was hopeful the mech had made it through to Jazz. Two orns without any contact with him was enough to make even Optimus feel a little anxious.

Blaster at last lifted his head but a frown stayed on his face instead of the bright smile he would have if he'd contacted Jazz. "Blaster?" Optimus asked. Rubbing his face and blinking a few more times Blaster looked at Optimus and gripped the console as he pulled himself out of the systems and network. Optimus had only seen Blaster dive that deep during attacks. It left him with lingering processor aches and exhaustion so he couldn't delve as deep as often as Soundwave. "Did you contact Jazz?" Optimus asked as neutrally as he could.

Blaster shook his head and flicked a hand at the view screen holding a live image of the planet their security director and TIC and Hound had disappeared on. "Fraggin' planet is ripe for ongoing electrical storms. Trailbreaker said it's some kind of cyclical thing. It'll dissipate eventually, but it'll take another orn or something."

"What did you find?" The news wasn't inspiring, but there was an end in sight. There was a good chance Jazz and Hound were still on the ship if the storm was bad. He hoped Red Alert had found a safe space to ride out the storm. He almost laughed at that thought. If anyone was going to find a safe space on an unknown planet during a massive electrical storm it would be Red Alert. He should be hoping the light craft Jazz and Hound were on would hold up under the strikes.

Blaster yawned and rubbed his face again while Steeljaw shook himself like he'd been doused with water. "I dunno. I thought I heard an echo, like a bridge opening but it was there and gone so fast it might've been a star echo. But…" he frowned as he stared at the console, likely reviewing whatever he'd heard.

"Did you get a good sample?" Optimus asked, glad to have some way to help one of his officers. Blaster nodded and his fingers danced across the console with almost careless ease. The young mech was—slowly—maturing into a very good officer. Given his love of all things in the network he might one orn revolutionize how they communicated and how they analyzed the constant noise in space. He could only hope when that orn came that it wouldn't be a discovery a thrown to the machine of war but something for a better world.

The sample played and Optimus' first reaction was to say it was indeed a bridge opening somewhere nearby, but there was a red dwarf not far from them. Their pulses did sound a great deal like bridge openings. Crossing his arms he considered the sound with a frown to match Blaster's.

"Play it again," Cosmos said leaving navigation to stand next to Optimus. The sound played again. "I think that was a bridge," he said slowly. "Skyfire might give better verification, but I'm about ninety percent certain that wasn't a star."

"But I'm not getting any ship pings," Blaster said still staring at the console. "I did a few sweeps as far as we can reach but there's nothin' new out there. If it was a bridge it popped opened and closed in just a few seconds."

"Possibly a test," Optimus said. "If they've made modifications to their bridging technology it would be prudent to make sure they work. I've asked Skyfire to come to the bridge." It could well be a star echo, but with two officers off ship and a missing enemy agent it was better to err on the side of caution.

They were silent until Skyfire entered the bridge with quiet concern. He nodded at Blaster and the sound filled the bridge again. Skyfire's dark optics narrowed and he tilted his head to the side. "Can you slow it by about twenty percent?" Blaster made the adjustments and when the sound played again there was a faint _whump_ that came at the very end of the recording. "That," Skyfire said definitively, "is not a star."

"So a bridge opened and… _something_ came through but unless Soundwave has figured out how to mask actual sound waves there isn't a ship out there," Blaster said frustrated.

Skyfire nodded. "I agree, there isn't a ship out there. The entry sound would have been thunderous even for a small craft. This is something much smaller, perhaps an ejection pod?"

"You think Megatron finally kicked Starscream off the ship and ejected him to random coordinates?" Cosmos asked with dark humor. "Did you get any smaller pings?"

Blaster shook his head. "If it's something as small as an ejection pod it won't give back a solid ping. I'll be picking up every scrap of debris out there." He gave Optimus a wry smile. "That's why Jazz likes using the pods for entry. Pit near impossible to pick one up unless you're doing constant sweeps of the exact same area and accounting for all unique pings of the surrounding debris." That had been a new development by XOps not long after Jazz and Blaster became a nigh inseparable pair. It had long been thought too risky to send in teams without a shuttle to give supporting firepower, but the pod technique had been an unqualified success. Optimus smiled at the young mech. Ironhide hadn't been certain the young, cocky, and rambunctious mech had what it took to be an officer, but Prowl had once again shown he knew exactly what he was doing. Blaster was a force and a half when it came to sound analysis.

The swell of pride was cut short when Cosmos said, "So a bridge just opened and ejected Pit knows what, but our best guess is at least one pod, more likely more, and we have no way of verifying where that bridge originated or what just popped into our space." Silence descended heavy and thick over the bridge.

"I'm trying," Blaster whispered as he stared at the swirling clouds on the planet's image. "But I still can't get through to Jazz."

 **oOo**

Fire burned through the clouds brighter than the lightning. A dozen fireballs streaking through the rain to impact the ground with a jarring force louder than the thunder. Had Megatron come? He stayed huddled against the groaning tree he'd limped and dragged himself to. He was considering going back to the ship and shooting the Polyhexian a few more times and dumping _him_ out in the rain. Lightning danced across the ground leaving scorched grass and trees but the relentless rain didn't let the flames catch.

Perhaps Megatron had sent him help to kill the Polyhexian and Red Alert. He would have to find the new arrivals and let them know Red Alert was _his_ to kill. Pushing away from the tree he started limping again toward the glow where the pods had impacted.

 **oOo**

Jazz woke up when an unnatural sound broke through the storm. He'd gotten the bleeding in his abdere stopped but the effort had forced him into emergency reboot. The ship shuddered again, but this time not from wind or thunder. The crack of a shockwave and impact shook the ship again. He counted twelve before it was only the storm raging outside. Pulling out another packet of concentrate he sucked it down while he set to work on the wound on his head. He needed to get either his audios back to full function or get his optics working better.

 **oOo**

The streaks of color burning through the clouds made Red Alert's spark clench in memory. There was no reason for Prowl to send out individual pods, he would have sent a ship since he didn't know Red Alert's condition. The pods slammed into the ground casting and orange glow on the horizon and when the shockwave reached him it blew in mud and rain. He couldn't stay in his burrow any longer. He had to remember and if he couldn't then he had to move because whatever had just landed wasn't from the Autobots.

 **oOo**

 **A/N:** If you haven't listened to stars, I highly encourage you to go to the Kepler website and click around for a while. Space is a noisy place.

Also: Ahhhhhh! One chapter left!


	11. Chapter 11

The red haze on the horizon urged Red Alert out of his burrow faster than he would have on his own time. Whatever had been sent would not sit politely and wait for him to collect himself. And safe as his burrow made him feel he would be too easily cornered in it. His glitch sent a bright spark arcing between his horns. No. He could not, _would not_ , be trapped.

Emerging into the grey and drizzling orn that smelled of ozone and distant burning things he turned a slow circle. The large trees still stood but their tendrils moved sluggishly in the breeze like they had been beaten to breaking point by the storm. Smaller limbs were scattered about wrapped in tangles of tendrils. Boulders peaked from the grass darker than the sky and jagged like the lightning strikes. The long grasses had been beaten down by the rain and now had small rivers of muddy water snaking through them. If he had left a trail, which he doubted he did, any trace of it was long gone.

None of it was familiar. None of it even triggered a dream memory. Turning another circle he came back to face the glow on the horizon. There had been several landings, at least twelve. He was not a melee fighter like the Twins or even Prowl. He did better in individual combat, much like Jazz. He didn't have the same small frame, but Gygaxian frames had easily exploited weaknesses. If someone took out his legs the strength of his attacks would be cut by half or if someone managed to hold his horns he would be close to helpless. He would have to draw the fighters far enough away he could pick them off. Turning away from the horizon he started walking up the hill.

He looked up at the sky and sent a silent prayer that Prowl knew something had landed. He would direct Jazz and any other searchers to avoid the area at all costs because he knew Red Alert would do the same. He didn't want to think about Jazz getting cornered by whatever was now lurking on this planet with them. He was just beginning to like the Polyhexian.

 **oOo**

Trees smoldered but didn't catch; the previous deluge and the current drizzle kept the vegetation from igniting. He stumbled and wove his way across the smoking ground. His energon loss had tertiary and secondary systems shutting down. His vision faded in and out and his hands and feet were numb. But Megatron had sent him a force to hunt down Red Alert. He could make them loyal, sway them away from Megatron to him. They would be amazed by how smart he was, how strong. They would see Megatron was nothing. They would fall over themselves to gain his favor. They would die for him. They would keep him safe.

And when he returned he would have a force behind him to destroy the war lord.

As the pods cooled they began to hiss open. Breathing hard he swayed on his feet watching the locks begin to unwind and click and atmosphere vent. "Decepticon warriors," he said, his words slurring a bit, not as clear as they had been in his head. That was irritating. His voice should be strong and clear. An alarm chimed that his energon pressure was reaching the red zone. Primary systems would be shutting down in a few breems unless he got a transfusion.

From the first pod a shadow with red optics lifted its head. It was not a mech but some kind of canine. He blinked. "What?" He shook his head. The energon loss was making him see things. When he blinked again the shadow was no longer in the pod but on the muddy ground slinking through the grass toward him. "What the Pit are you?" he demanded, his words slow and unclear. He blinked twice trying to keep his feet.

Other shadows began pouring out of the pods. Short compact bodies, coal red optics, and stiff tails advanced on him. He took a step back and stumbled. The world spun and when his processor made sense of things again he was looking at sky and not shadows. Pushing himself into a sitting position he found a dozen sets of optics focused unblinking on him. A warm puff of air hit his cheek. A low growl rumbled through the air and the panels along their backs began to rise. He turned his head and the canine peeled its lips back revealing steel grey teeth the size of knives. "I am your leader," he said. "You can't hurt me."

The pack lunged.

 **oOo**

Jazz held his side as he limped through the trees. The ship was secured with a code Red Alert would be able to break but the glitched 'Con wouldn't. He was _not_ getting stranded on this rock with whatever had just landed. He needed to get a bead on Red Alert, fast. The shot to his abdere was deeper than he'd originally thought and it was beginning to sap his strength.

He'd set off in the opposite direction of the glow. Even in top condition he couldn't hope to take on a dozen or more of whoever Megatron had sent. His frame was too small for him to be an effective melee fighter. He could hope the group would split and try to track him and Red Alert. That would make it easier to pick them off one at a time as he preferred. And if they caught up to Red Alert he knew the Gygaxian could hold his own against a small group. Despite his moment of panic at the colony he _did_ know Prowl and Red Alert could take care of themselves. Prowl could wipe the floor with him and probably the Twins as well. And while he'd never seen Red Alert spar, if Prowl said the mech was well trained, well, that was a compliment and a warning. Maybe when this fragged orn was over he could try talking Red Alert into a sparring session.

From the direction of the orange glow he was avoiding a fin raising chorus of wild howls rose up. "Oh…frag me twice," he breathed. Prowl would be thrilled to know that they could now verify the Pit Beasts that Shockwave had roaming around some of his labs could be deployed to the field. The things had almost killed Mirage a few kels ago when he'd gotten cornered against a building. He had no idea how Shockwave controlled the things, or if he did. He could just deploy them and let them maim and kill whatever they wanted, Decepticon or Autobot. That wouldn't make Megatron hesitate.

He knew Red Alert, glitching or sane, wouldn't go anywhere near that sound or the landing site. Clenching his teeth he pushed himself into a run away from the sound as well. Half blind the broken limbs, rocks, and weakly moving tendrils slowed him down. The predacons were made for this kind of terrain and, he realized, so was Red Alert. Looking up at the sky he sent a prayer that Prowl wouldn't get the message he had looping about the imposter and about the landing. He wished he'd known the pods had predacons. If Prowl opted to send assistance, he could be sending soldiers straight to death.

The deranged beasts were not natural predacons, they were as glitched as the imposter but without complicated motivations. All they wanted was to tear things apart. That was one of the reasons Mirage had been so badly injured. He had assumed they were predacons trained—or tortured—into obedience. The mech wasn't much good with people, but he was good with animals. He'd been cornered before he realized they weren't anything natural that could be calmed or scared off.

Red Alert would be running from him and from the rabid beasts. He had to make sure he found Red Alert first. And he had to find him before the skies cleared enough for his message to get through.

 **oOo**

Dodging around trees and over rocks he felt calmer than he had in an eon. He knew something was chasing him. That was enough to make his glitch wind up, but the effortless run through the sometimes densely packed trees was so familiar to what he'd done growing up he felt more normal than he had since his burrow had filled with smoke. The trees' tendrils made things a little complicated since they didn't hesitate to wrap around his horns. He'd gotten hung up half a dozen times before he figured out how quick he needed to dodge the strands.

The frightening howls that had started this mad dash were still echoing in his head but the terror couldn't overwhelm him while his spark was beating hard from the run and not so much from fear. Splashing through mud and leaping up onto a rock before launching himself forward he felt like he might laugh. He had not had a good run through trees since they'd dragged him to the refugee camp out of his mind with fear. Counting his steps he shortened his stride and leapt over a stand of bushes and landed on a hill. The slippery mud and leaves gave out under his heels and with a startled yelp his run turned into an out of control roll.

One of his horns cut a gouge in the mud when he flipped head over heels once before he was spinning and spinning. His back slammed into a tree at the bottom and he lay stunned for several breems as his processor tried to orient which way was up. "Pit," he said, glad he hadn't eaten in…a while. He was feeling a little ill. "I think I did that a few times when I was little, too," he muttered. Groaning he rolled onto his chest and lay still again breathing in the rich scent of mud and damp greenery. Getting his arms under him he pushed himself up groaning again.

Leaning against the tree that had stopped him he checked himself over. Mud caked every inch of him and with it were twigs and leaves and small pebbles. Looking up the hill he snorted and then winced and rubbed his back. There was no mistaking or covering that trail. A swath cleared of leaves and tendrils ran from the top of the hill to where he stood and along it were gouges from his horns. A few bushes had broken limbs. A tree had a new scar on its trunk though he didn't remember his horns hitting it.

Swiping as much of the mud off as he could he started a slow walk gently prodding at places that felt sore to find out if they were just sore or if he'd fractured anything. The world still spun if he moved his head too fast so he kept his optics forward. His audios picked up the sound of a larger body of water somewhere nearby. Looking down at his now mud brown frame he angled in that direction. He liked the smell of wet dirt, but he didn't want it drying on him where it would itch.

Given the gentle nature of the waves he assumed he was looking at a very large lake and not an oceanic inlet or bay or cove. But he couldn't see the other side. The trees backed off just out of the water's reach. But there was evidence they had once gone further. Not far from the shore was a row of thin trees that had become submerged when the water overwhelmed them. Looking up and down the muddy stretch he didn't see any animals but there were a few small prints nearby. Looking up at the grey sky he wondered if the storm was truly over or if they were just caught in the eye. If that was the case he would have to find somewhere else to hide. With as many lightning strikes as he'd seen it wasn't safe to be out wandering around. Maybe lightning would take out his pursuers.

Stepping onto the muddy bank he let the water wash over his toes a few times. It wasn't cold like he expected. All the lakes in Gygax were chilly. This was warm like he'd read the bodies of water were in Polyhex. Wading in up to his knees he didn't go any deeper since the storm had churned up the water and he couldn't see the bottom. He could swim but surprising himself by falling off the edge of the lake bed or surprising some form of native wildlife was not on his agenda. Splashing water across his chest he inspected the plethora of new dings he had acquired. Prowl told him wearing his battle grade armor on the ship was a bit much, but he would argue now if he was going to take off like a glitch he should be wearing the heavy armor at all times.

Crouching down he splashed water over his sore shoulders and swished his horns through the water a few times. A ripple moving in the wrong direction caught his attention. He was already backing toward the shore when the ripple jerked to follow him. Deciding on the better part of valor he turned and ran for shore. Behind him something exploded from the water sending warm water spraying over him. Yelping he dove to the side as a giant mouth snapped closed where he'd been half a second ago. Rolling through the shallow water he scrambled up and ran for the trees, all aches and pains and dings forgotten.

Zigzagging he blew past the tree line and hid behind a thicker trunked tree to see if the thing could leave the water. A head the size of Bumblebee was attached to a long snaky green and brown neck that strained forward to reach the trees. Rising from the water behind it were what he'd assumed to be submerged trees but he saw now with the creature partially out of the water were giant spines. When it realized the meal was lost it snapped open its jaws revealing rows of jagged needle sharp teeth. Two pectoral fins thrashed in the water pushing the massive beast back into deeper water. Further back a thick tail lashed back and forth sending waves crashing to the shore and thoroughly soaking Red Alert.

Once it was back to its hiding place the creature lowered its head beneath the waves and after a few breems the water calmed and if not for the spines sticking out of the water Red Alert might have believed he imagined it. Shaking and holding tight enough to the tree to leave gouges he stared at where he knew the beast was hiding. "If this is what Hound enjoys doing, Ratchet should be scanning him for glitches more than me," he said into the silence.

 **oOo**

Ragged gasps punctuated the dead space between the snarls behind him. He couldn't run forever. Mostly blind he was likely to run face first into a tree. He'd had three close calls already and the pack was gaining every second. The pack had found Jazz too fast. He had been hoping the things would be preoccupied slaughtering a few of the native animals before they turned their noses to his trail. Whatever control Shockwave had over them though kept them from deviating. They were locked on him like thermal missiles. The mass of compact lightning quick shadows leaping through the forest behind him were gaining a length at a time and his stamina was giving out. He needed a place to make a stand, soon, or the rabid creatures would just drag him down. Energon trickled from his abdere leaving a clear bright trail for his pursuers.

The dim shadows under the trees lightened to cloudy grey light. A slope caught him off guard and he stumbled to a knee before whirling around with a knife in hand. The pack didn't slow and the leaders launched at him. Dodging the dark blurs he slashed and drew a second knife as he dropped to a knee to let the second blur sail over him. Digging the knife into a shadow trying to flank him he twisted and ripped up. The shrieking howl battered his sore audios but with his sight compromised he couldn't risk turning them down and missing a cue.

Like the rasping pant behind him. Whirling around he felt his gauntlet dent when the beast clamped down on his arm instead of his neck. Another snatched his calf and began worrying the heavy armor. Normal predacons wouldn't be able to get through the armor, but these creatures were made, not sparked, and the combined force of their unnaturally strong jaws and the insane fury of their attack was beginning to buckle the armor.

Slamming his knife down into the skull of the one on his arm he felt his knife skitter off the hard strut before finding a soft place, probably an optic if the howl of agony was anything to go by. Throwing that one off, he twisted around and sliced at the one on his leg until he found another soft place. A heavy body collided with him. Saved by the high ground he fell to a knee against the incline and pushed himself up as abnormally strong jaws clamped on the juncture between his neck and shoulder. The armor there was thicker but still dented under the initial bite. Another mouth clamped on his already abused leg and another heavy body landed on his back. Pummeling the predacon in the stomach until it was bleeding and winded enough to throw off he threw himself backwards and landed hard on the other one dragging the other two off their feet as well. Teeth broke through his gauntlet and sank into his exoform. Jabbing his knife into where he thought the creature's nose was convinced it to let go and it howled in pain.

The scent of fresh flowing energon spurred the beasts into greater frenzy. Jaws clamped on his neck and the jaws on his leg broke through armor to exoform as well. Another howl went up and the sound of heavy feet stampeding through the grass filtered in through the snarls around him. Stabbing at everything he could reach he thrashed trying to get loose but the jaws around his neck didn't budge. He felt the armor beginning to dent as he was worried like a toy, his world a spinning blur of indistinct colors. There weren't as many predacons on him though. Some of the pack had broken off. The only reason they would do that would be if they caught another scent.

Teeth broke through the armor on his neck with a painful screech.

 **oOo**

The howls were closer and Red Alert searched the dark trees around him with more than a little trepidation. He kept his back to the lake, at least there he had an idea of the threat. The trees stretching in front of him were an unknown. Pacing back and forth he looked up at the cloudy sky. The clouds were beginning to break up a little. They still blanketed the world, but in places he could see where sunlight was beginning to burn through. If the clouds broke up he would have a bit more time to decide what to do. If they didn't, he needed a plan now to survive the night. He had been safe in his burrow during the storm when nothing was out prowling about, but if the water creature was any indication, there were significant predators on this planet and it didn't matter if he was their usual meal or not, they might still try to have a taste. And whatever those discordant howls were, he had a bad feeling in his spark that they were not something natural to this world. They sounded too similar to the shy creatures that had lived on the outskirts of the city. Their songs had been much more enjoyable to listen to late in the night. This…he didn't know what he was hearing but it made his exoform prickle.

Another howl came, much closer than the last one. Whatever they were they were coming at him at a run. Dragging in a deep breath of air he backed up a step closer to the water. He didn't trust even dipping his heels in the water, but nothing could surround him if he was pressed back to the edge. Not without making a noise and not without waking the beast waiting in the deep.

He couldn't do much else but wait and see if the creatures showed themselves or if they diverted to another scent. He was more worried about whoever was looking for him. Holding a defensive position was what he was sparked to do. Mech, animal, or ship, he could hold himself at the water's edge unless overwhelmed by sheer numbers. And even then, he could figure something out. But whoever was looking for him was either yet to encounter those frightening howling creatures…or they already had. He almost risked an open signal ping, but if Decepticons were nearby it would be sparkling play for Soundwave to hone in on his position. If they were as lost looking for him as the Autobots he didn't want to make himself an easy target. But if someone was hurt they would need help. If Decepticons were using the howling creatures for tracking they could be taking prisoners, or making certain no Autobot returned to the ship alive. He shifted his weight back and forth as indecision warred within.

The howls came from almost right on top of him and his optics snapped up to the shadows under the trees. Some of the shadows were moving though. The boiled out of the trees like toxic smoke, flashing red optics wild and without thought and jaws gaping. Lowering his horns Red Alert snorted a hot gust of air. They were similar in appearance to the predacons that had lived near his city, but that was the only similarity he saw. Those creatures had been shy of Cybertronians and hunted with skill and strategy. These creatures didn't wait to size him up, they charged without any preparation.

Lunging forward he met the leading predacon and dipped his head a fraction more to catch the beast in the chest and catch it on the sharp tips of his horns. The beast was heavier than it should have been and what he expected so instead of tossing it over his shoulders he had to shrug it off to the side so he wouldn't fall over. Teeth clamped on his leg cutting through the light armor like it didn't exist. Whirling around he headbutted another one leaping for him and brought his free foot up and around to stomp on the beast's spine. The creature released but despite three of their number being injured they didn't retreat. The continued their attack, heedless of danger, mindless of injury.

Dropping to all fours he headbutted another one sending it tumbling end over end along the water's edge. Another tried to jump on his back and he caught it with his horn, prepared now for the weight, and tossed it into the water. Sharp teeth broke through the armor on his thigh and he rolled into the water sending the predacon tumbling with him. He was much deeper in the water than he wanted to be. He could see the native predator's spines shudder as the splashing alerted it to a possible meal. Pulling both legs back he crushed the predacon's ribs with a powerful kick that sent it thrashing into deeper water. Rolling back to shore another beast jumped on him and clamped down on his shoulder.

The native predator's massive head lifted and came down on the predacon he had gored and dragged it under the murky water. Water sloshed on the shore and sprayed the trees and him. Digging his blunt claws into the creature's snout he clawed back until his claws hooked in the creature's optics. Getting a firm hold on its neck he flipped it forward straight into another beast lunging at his legs. The two crashed to the muddy bank together. Not giving them time to gain their feet he lunged forward and caught one with a skull shattering headbut and twisted his head to gore the other in the neck. Flinging his head back he tossed it into the water behind him.

Heaving he stared down the four new shadows charging out of the trees for him. Snorting, he lowered his head again.

 **oOo**

Blaster bared his teeth and growled in a manner very similar to Steeljaw as he glowered at the communications console. "Blaster," Optimus said. "You will get through to them. Hound and Jazz are not new recruits, they can withstand whatever has landed." Squeezing his temples between his palms he took two deep breaths before nodding. The young mech didn't get overwhelmed often but it was a rare thing he couldn't find a way to reestablish communications. There was no block Soundwave could make that Blaster couldn't circumvent. But nature itself had found a way to thwart him and he wasn't handling the challenge very well.

The wait was painful for Optimus as well but he distracted himself for two breems by making a note of training Blaster a bit more on stress management during high stress situations. Prowl would be a good one to help with that.

 _Prime,_ Ratchet's voice snapped through his flimsy distraction. _Prowl is sedated until further notice. Security just found Hound unconscious in a closet._ Optimus put a hand on Blaster's shoulder out of instinct. The young mech's optics washed out to almost white and his breathing hitched. Giving his shoulder a gentle squeeze he said, "Jazz is all right." He left no room for any of his doubts or fears to slip into those words. Blaster looked up looking ages younger and all the more terrified for it. "Jazz is all right," Optimus said in a softer voice.

Switching to Ratchet he asked, _What is Hound's status?_

 _He's got a bad head wound that's kept him from rebooting, energon loss, and dehydration. I won't know long term effects until we get this head wound sorted. I'm going into surgery now. Hoist and Grapple can handle anything that comes in until First Aid and I are finished._

"I still can't get through," Blaster whispered. "He needs help and I can't get him." His fingers settled hesitantly on the console and then drew back to his lap. Until the charge from the storm lifted there was nothing he could do.

But they weren't helpless.

Opening another comm. link he said, _Mirage, Bumblebee, prepare for departure._ Jazz was the best. But he was outgunned and outnumbered and possibly didn't know the mech he was trusting to watch his back was looking for an opportunity to put a round through him.

 **oOo**

Jazz struggled to follow the faint glowing trail of energon one of the injured predacons had left. His left leg dragged a little with each step and his neck was still oozing energon. He was hoping he wasn't wandering in circles and following his own trail of energon. He was pretty sure he hadn't passed a boulder before. Shock was wearing on his systems though and he would be the first to admit he couldn't recall what had happened even two breems before.

From the trees in front of him he heard an agonized howl he had become familiar with during his fight. "Red," he gasped. His body felt like it was on fire but he pushed it into a slow jog that was faster than the painful walk he'd been at.

He tripped into a few trees and had their strange tendrils wrap around his arms a few times as he pushed them out of his way. Snarls and growls became louder; he didn't hear Red Alert but Gygaxians didn't really announce their battles. They just squared up and hit each other, no need for showing off. He smelled water, not just the fresh crisp scent of rain, but a richer and older scent that belonged to a large body of water. If Red Alert was near the water he could do some damage if they could draw the predacons to deeper water. As heavy as they were there was a chance they couldn't swim. At the very least they couldn't stay submerged as long as he could. He made out the shape of a bush and skirted around it before he realized the ground behind the bush wasn't flat but a hill.

His world spun and erupted into bright spots of pain as his battered body cartwheeled and tumbled down the hill until he slammed into a tree with his back. None of the predacons came to maul him while he tried to get his bearings and figure out if he was still alive. They howled and snapped and snarled but underlying all those sounds was the painful _thud_ of a hard head slamming into bodies. Then there was sweet, sweet water splashing over him as something big either went in or came out of the water.

Rolling to his side he squinted at the blurs of color. The water was easy to identify, the shadows were hard to count with as fast as they moved but standing in the middle of the shadows was a splash of grey and red armor and far too much energon blue. The grey figure lunged forward and one of the spinning shadows shot into the water where it thrashed to its feet. From deeper in the lake a massive dark green and brown shadow reared up and came down on it. "Well frag me," Jazz swore.

Pushing himself to his feet he unsheathed his remaining knife. He had no idea when he'd lost the other one. There were maybe three of the predacons left and Red Alert's breaths were coming in heavy pants. Gygaxians didn't really have battle stamina; usually battles were decided in a few hits. They were absolute power houses for short periods of time but once they started to tire they ran down fast. Jazz snagged one shadow as it lunged at Red Alert and stabbed it where he thought the head was until the rabid thing turned on him with a vicious snarl.

 **oOo**

Exhaustion plagued him. He couldn't remember the last time he'd eaten and while he'd recharged well he wasn't meant for protracted battle. Wounds bleeding freely he squared up with the remaining beasts as they snarled and lunged at him, at last beginning to take some care with their attacks now that four of them lay dead fouling up the lake and shredded by the native predator. Luckily, the native creature wasn't overly intelligent and could be relied upon to chomp down on the predacons when they were thrown close enough despite having learned twice that they were not to its liking.

He lunged forward and brought his head down on one of the beasts that jumped too close. Its too hard bones snapped under the force and it fell to the sand, paws twitching erratically for a few seconds before it stilled. They were sturdier than the creatures he'd grown up listening to, but the only two things that could withstand a full assault from him was another Gygaxian or a sturdy rock. These beasts were neither of those things.

Movement in his peripheral and he whirled around bringing his horns to bear, ready to gore whatever was coming for him. He faltered when he recognized the badly battered and bleeding Polyhexian that currently had a predacon by the tail. A few vicious stabs and the beast left off Red Alert in favor of attacking Jazz.

"Jazz?" he said, not quite believing it. A heavy body on his back and sharp teeth tearing into his shoulder again brought his scattered mind back into focus. Grabbing the creature by the neck he dropped and rolled into the water to throw it off. It released but didn't fall far from him. Rolling to its feet it lunged at his face. Lowering his horns its powerful jaws clamped down on them instead of his neck or face. Lifting his head as much as he could he kept to all fours and charged forward bowling creature over backwards. Spinning around he kicked it hard, snapping a strut and sending it crashing into the native predator that had once again risen.

Dragging himself out of the water he staggered next to Jazz and surveyed the damage. Bodies lay scattered in the water and on the muddy bank. The bank was gouged and stained with energon. Nearby trees and bushes were thoroughly soaked and were hit again with another onslaught of water as the native predator backed into the water with an angry raspy hiss. But none of the predacons rose. "Jazz," Red Alert said again, catching the Polyhexian when he swayed.

Dim grey light filtered from his optics, the side of his head a charred mess and his body littered with bleeding bites. "Hey'a, Red. I'm here ta' rescue ya'." He laughed and slowly dropped to his knees breathing hard.

Red Alert's whole body felt sparkling weak but night was falling and he didn't want to be on the lakeshore when Primus knew what might come during the night to get a drink. Getting his arms under Jazz's smaller frame he staggered to his feet and started walking toward the trees. "If you can remember in which direction the ship is, I will consider myself saved."

Jazz's laugh was weak and raspy but that cocky smile that so often graced him was firmly on his face. "There's an energon trail up by a bush, follow that back to where those slaggers cornered me and its due east from there."

Digging his feet into the damp soil he started up the hill following the smears of energon on the hill where it seemed their ever graceful saboteur had fallen head over heels down the hill the same as Red Alert. "I don't recall any of those beasts carrying blasters, how did you get these plasburns?" Jazz seemed to blink but it was hard to tell with how dim his visor was. "Is your visor malfunctioning?" He asked softly. "I might be able to fix it, at least enough for you to see again."

Jazz laughed again. "It's more'n the visor. Whole processor is fragged up. Pretty sure short wave comms. are scorched, most of the optical relays are gone. Found the imposter though," he said, voice drifting a little. He took a deep breath and his body shuddered whether in pain or in an effort to keep himself from medical recharge was hard to tell. "Thought it was Hound, fragged thing shot me in the back and got me in the head. Knocked me into reboot for…Pit, I dunno how long. 'Bout bled out before I got the glitch down." Red Alert held him a little closer for a second, careful of his wounds as he crested the hill. The energon only lit the trail, Jazz's stumbling path was clear.

"It's dead then?" Red Alert asked with a trace of trepidation. He didn't want to spend the rest of his life looking over his shoulder, terrified of assassins or of his glitch getting the better of him like it had this time. Prowl had to be out of his mind with worry.

Jazz's body shuddered again and then relaxed entirely in Red Alert's arms the faint glow from his visor winking out. Shifting him enough the Polyhexian's head was resting on his shoulder he pushed thoughts of the imposter out of his mind. "I thought you were supposed to be a conversationalist," he murmured to the unconscious mech in his arms.

 **oOo**

"All right 'Bee," Mirage said as he crouched down next to the scout who had found Jazz's light prints in the grass. "We don't know if he had a bead on Red Alert, though." They'd cracked into the ship, though it had taken every bit of Mirage's skill to do it and the scene had not been encouraging. The scorched console and far too much energon smeared across the floor and a med kit scattered near the door. And they had only found the one set of prints leaving the ship. They weren't big enough for Hound, or anyone masquerading as Hound, so he took spark from that. Jazz's message about the landing pods and finding the imposter were only slightly more encouraging. Their TIC had left the ship alive and of his own volition if the lock on the door was any indicator. But there was so much energon on the floor.

"We need to find the imposter," Mirage said staring at the faint, faint print crushed into the grass. Jazz was hurt. If he hadn't been there wouldn't be prints to follow. He was limping on one side which was why the print was there. Bumblebee made a soft whirring sound and looked at him with worried optics. "We can't trust anyone we meet until we know the imposter has been either detained or destroyed. They won't trust us easily either." Because he had to believe that Jazz had found Red Alert before the imposter. Jazz and Red Alert had to be alive.

Standing up he looked in the direction of the scorched land they had seen as they came in for a landing. "The 'Con will have gone to reinforcements if it was injured. We'll start at the landing site and see if we pick up a trail on any of them." He glanced at that small ghost-like imprint in the grass and then turned away and started walking in the direction of the pod landing site.

 **oOo**

Red Alert staggered into the clearing and found two ships. Both had Autobot serial numbers so he didn't question it much further than that. Jazz's small frame had become heavier and heavier with each step and the cloudy day had become a partially cloudy night and it was getting colder with every breem. It wouldn't freeze given the amount of vegetation but Jazz was susceptible to cold, moreso when he was injured.

Walking to the closer of the two ships he punched in his security override instead of bothering to figure out the normal lockout code. The door slid open revealing a silent dark interior. Quiet and dark, that's what he needed right now. His head was beginning to buzz but his spark wasn't hammering against his chest from anything more than the exertion of carrying Jazz.

Jazz needed medical aid more than Red Alert needed a safe and quiet few breems. He hadn't come even close to waking during the long trek. His spark was stable but not as strong as it should be. Most of the wounds had stopped bleeding but he had to be low on energon. Red Alert was and he'd only had one fight, Jazz had fought the imposter and then the predacons. His mind skirted around the topic of the imposter. He would worry about it later when Jazz was on his way to being awake and coherent.

Setting Jazz on the floor he flicked on the lights and went to the back to find the med kit. He found an emergency lantern and turned that on shutting off the bright overhead lights. In the soft gold light he set up a small transfusion, not enough to wake Jazz, but enough to keep his shocky systems from crashing. Tearing into a packet of concentrate for himself he rested for a breem before he set to work cleaning mud and organic matter from Jazz wounds. It was odd seeing Jazz so still. Even when the mech was sitting in meetings there was vibrancy to him as if the air around him was in motion. He reached for Jazz's visor and hesitated. He had seen Jazz without his visor before, but he wasn't certain how light sensitive the saboteur was. From the damage he could see in the lamp light he didn't think there was anything there he could fix. Leaving the visor in place he moved his hands to Jazz's shoulders.

Gently collapsing his armor and setting the bars to the side he used a few canisters of water packed in the emergency rations to dilute the antiseptic. He couldn't remember where, but he'd read most common antiseptics dried out Polyhexian exoforms. Jazz was already going to feel like he'd taken a trip through the Pit when he woke, he didn't want to add dehydration to the pain. The water also helped to loosed the dried energon gluing Jazz's armor to his exoform. The predacons hadn't gotten through his heavy armor as easily as they had Red Alert's, but the slashes still looked painful.

Jazz sighed as more of the wounds came clean and tilted his head to the other side. Not pretty, but…yes, Red Alert would say he was handsome. Burned, bitten, shot, and unconscious there was something about him that compelled. So many secrets wrapped up in one spark. Jazz hadn't given him any more clues about what he'd done before getting smuggled over the border and joining the Autobots. Curiosity nagged at him. Jazz was not a mech to go where the winds blew him, but one to make his own way no matter what. It could not have been easy.

A burn on the inside of Jazz's forearm caught his attention as he dabbed at the bites. A burn scarred over with what looked like claw marks. Given his occupation multiple injuries to the same place weren't surprising, but it didn't look like a burn from a plasgun. Those he had plenty of himself. This looked almost like a brand. He stroked his fingers over the ridged scar tissue. Had someone branded Jazz? "I wish I knew you," he murmured in the quiet ship. He stroked his thumb over the burn once more and continued cleaning his wounds.

 **oOo**

"I do love waking up next to handsome mechs," a husky voice murmured near his audio. Red Alert woke up with a quick inhale and then relaxed when he recognized the voice. At some point after wiping down his own wounds as much as he could be bothered with he'd curled up around Jazz. He snorted but he would admit it was nice have a warm frame next to him. He hadn't had any nightmares. He'd actually recharged through the night instead of waking in the middle as he'd always done. Jazz made a pained sound when he tried to stretch his legs. "Primus, feel like I got hit by a warship."

"You don't look much better," Red Alert deadpanned. He felt Jazz smile against his shoulder and a short laugh shook his chest. Red Alert let his optics close again. It was really nice having him there next to him. He felt safe, like he had when he'd woken up initially on this planet. He was still worried about Prowl, but he didn't feel the stress winding him up so tight it was hard to breathe.

Jazz shivered a little and pressed closer to him. Red Alert's optics opened again and he frowned a little. Before he could ask if Jazz was still cold the Polyhexian smiled and said, "If I was feelin' better I'd seduce you an' make you eat those words." A smile played on his lips and Red Alert felt an answering expression on his face.

"You assume you could seduce me," Red Alert said, playing along because he kind of liked this teasing. It was gentle teasing, like what Prowl did, not the cutting names and remarks others used. This felt like something Jazz would do with any other mech. This…felt normal. And he liked it.

Jazz's visor glowed dimly as he opened his optics, one optic ridge cocked. "You insult my devilishly handsome features and now you doubt my seduction skills. No mercy for an injured mech's ego is there?" His arm slid across Red Alert's abdere as he found another comfortable position.

"Devilishly handsome?" Red Alert mused. "I think Prowl and I agreed you are handsome, but not devilishly so. I'll have to ask him again." But he thought that adjective might fit better. He was the classical Iaconian handsome like Mirage, as Prowl said, there were too many shadows and nightmares clinging to Jazz. He was too rough, too sharp to be classically handsome. But devilishly? That was doable. A smile that invited others to smile with him, that could convince even Prowl to set aside his work for a joor to go to the firing range.

Jazz perked up again. "Wait? You two talk about me? You think I'm handsome?" There was genuine curiosity in his voice and Red Alert shrugged his shoulder and then winced when the bite wounds stretched. He should've taken more time to look over his own wounds, but he'd been almost in recharge after cleansing the worst offenders. Whoever had brought the ship down would return within the orn to report back and then they could all get off this Pit forsaken mudball and place themselves under Ratchet's tender care.

"We talk about you quite often, actually," he said thinking over their usual topics. Jazz always came up at least once, usually two or three times depending on how much of a processor ache Prowl had. "Usually with our combined processing power we can figure out about fifty percent of what you say." Jazz's laugh was stronger than his last and a bright smile lit his face despite his injuries.

Then a second later his brow furrowed. "Am I naked?" The hand resting on Red Alert's abdere reached down to brush the bare exoform of his hip to verify that he was indeed missing his armor. His hand returned to curl against Red Alert's abdere a second later. "Well, this is embarrassing. Usually I remember falling into recharge naked."

Red Alert laughed. "I cleaned your wounds last night. Your armor is caked in organic matter, probably from your graceful tumble down the hill." He thought about adding that he'd done the same thing and then decided the saboteur didn't need that information.

"You can't prove anything," Jazz deadpanned lifting his arm to poke him in the chest. Red Alert smiled again and reached up to touch the ridged scar on Jazz's forearm.

"Was this a brand?"

Jazz didn't pull his arm away but the smile on his face lost its humor and took on more of an edge. "Thorough with your cleaning weren't you," he murmured. Red Alert didn't miss that he didn't answer the question, but he was patient. Red Alert curled around him when he shivered again. Secrets or not, it still felt good to have a warm frame against his. Jazz's fingers reached up and stroked the scar near his optic. He knew Jazz couldn't see much. The only way for him to unerringly touch that spot would be if he had memorized his face. "What's this from?"

His fingers were rough from handling weapons and stroked down his cheek to another scar just under his jaw. Red Alert didn't pull away. "Do you memorize everyone's face or just mine?" he murmured.

Jazz froze and blinked. "Gave myself away on that, didn't I? Must've lost more energon than I thought," he said with a smile pulling at the corner of his mouth. Red Alert wasn't appeased. Why had Jazz memorized his face? He assumed assassins only did that to mechs they intended to kill, but Jazz wouldn't hurt him. He was certain that no matter how much the mech vexed him, he wouldn't _hurt_ him. "Mostly just yours," he answered softly after a moment. His fingers still lingered on Red Alert's neck. His spark was close enough Red Alert could faintly feel the energy pulse against his.

"Why?" Red Alert whispered; old frustration mingling with new. "I can't tell if you think I'm a spy or if the Prime has ordered you to watch me for some reason. Why? Why do you follow me, watch me work, why did you memorize my face?"

Jazz was quiet, his visor still dimly glowing so he hadn't lapsed back into unconsciousness. "I dunno mech," he said softly painfully pushing himself up enough he could look down at Red Alert. "Why do people hang art on their walls? 'Cause it makes them happy an' they like to look at it."

Red Alert blinked. "What? That doesn't answer—" Soft lips pressed against his for a brief second, so fast he might have thought he imagined it. His processor stalled, all thoughts shorting out. He couldn't remember the last time he'd been kissed. He knew it had happened before because he knew that was what had just happened, but his processor couldn't wrap around that truth.

"I promise I'll try not to bother you as much," Jazz murmured, still so close to him. "But I can't promise I'll stay away."

Jazz had just _kissed_ him. He had expected many things from the conversation; a kiss was not one of them. And…well, it had been a nice kiss. He supposed. If it could be counted as a kiss. It hadn't lasted more than a blink. Did it count as a kiss if it was that short? What would it be called then?

"You kissed me, I think," he said, thoughts scattered to the winds. Jazz was quiet for a second and then that warm frame he'd decided he liked having against him was pulling away. His processor kicked back into gear and he caught Jazz before he could get more than a hand span from him. "Don't go," he said softly. "It's nice, having someone next to me. I didn't have any nightmares last night." Jazz relaxed against him once more but didn't speak.

He stayed quiet while Red Alert's mind spun circles. He had felt lips against his, Jazz had kissed him. Sort of. Well, he had kissed him, but it was so quick. Sometimes Prowl pressed a quick kiss to his cheek when he woke up achy and cranky. Was it a kiss like that? But if it was wouldn't Jazz had just kissed his cheek, he had his face memorized after all. He couldn't have mistook his lips for his cheek. And then he'd tried to get up. Red Alert had no idea where the mech thought he was going. Between his wounds and the energon loss he would've been on the floor before he could reach a sitting position. He couldn't exactly run away from that kiss—almost kiss—maybe it was a kiss? If it wasn't a kiss he didn't know what to call, a lip check? Maybe he forgot where his lips were and he was making sure they were still there? That didn't make any sense either.

Turning his head to look at Jazz who was staring in the direction of the far wall he bit back a frustrated sound. The mech looked more beaten than he had after taking on a pack of predacons. That was strange. Maybe he was upset he didn't do a better kiss? Red Alert would be a little irritated if that was the only kiss he could manage. How would anyone know how he felt about them? It had been quick enough to be friendly, but he'd kissed him on the lips. Friends didn't kiss each other on the lips. This was very confusing and his head was starting to hurt.

"Jazz," he said, ready to settle this once and for all. The Polyhexian turned to him but his face was blank, expressionless. It was a little creepy given how animated he had been before the maybe-almost-kiss. Red Alert leaned forward and pressed his mouth against Jazz's sliding a hand up the side of his neck. Jazz made a surprised sound against his lips but didn't push him away and after a second pulled Red Alert's head closer. Red Alert broke the kiss with Jazz's breaths unsteady against his lips. "There," he murmured. "If you're going to kiss someone do it right. It's just confusing when you do things halfway."

 **oOo**

 **A/N:** That's a wrap!

Happy belated Christmas and early New Years! I hope you all got to see your OTP kiss under the mistletoe, and if you didn't, there's always midnight January 31st!

Thank you for a year full of great reviews, DMs, art, favorites, and follows. And, as always, thank you for reading. Stay safe and have fun and I'll be back in the new year with a brand new story!


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